UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31,2007
[] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
----------- -----------
Commission file number: 333-139129
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BORDER MANAGEMENT, INC.
(Exact name of small business issuer as specified
in its charter)
Nevada 20-5088293
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
968 - 240 th Street V2Z 2Y3
Langley, British Columbia, Canada
(Address of principal (Zip Code)
executive offices)
------------------
Issuer's telephone number, including area code: (604) 539-9680
(Former name or former address, if changed since last report)Not Applicable
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
- ----------------------------------------------------------------------
Indicate by check mark whether the registrant is a shell company (as
Defined in Rule 12b-2 of the Exchange Act). [x] Yes [ ] No
The aggregate market value of the Common Stock held by non-affiliates of the
Issuer as of May 15, 2007 was $0.
The Registrant has 50,000,000 shares of common stock, par value $0.001,
authorized and 14,050,000 shares of common stock outstanding as of May 15,
2007.
Transitional Small Business Disclosure Format (check one):
[ ] Yes [x] No
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EXPLANATORY NOTE
The Company is filing this Amendment No. 1 to its quarterly report on Form
10-QSB for the quarter ended March 31, 2007 (the "Original Filing"), as
filed with the Securities and Exchange Commission ("SEC") on May 15, 2007
to change its reporting status to a shell company.
Although this Form 10-QSB/A sets forth the Original Filing in its entirety,
this Form 10-QSB/A only amends its declaration as a shell company and no
other information in the Original Filing is amended hereby. New currently
- -dated certifications of our Chief Executive Officer and Chief Financial
Officer are attached to this Form 10-QSB/A as Exhibits 31.1, 31.2, 32.1 and
32.2.
Except for the foregoing amended information, this Form 10-QSB/A continues
to describe conditions as of the date of the Original Filing, and we have
not updated the disclosures contained herein to reflect events that occurred
after the filing of the Original Filing on May 15, 2007.
BORDER MANAGEMENT, INC.
FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007
TABLE OF CONTENTS
PART I
Item 1. Finacial Statements
Balance Sheets as of March 31, 2007 and December 31, 2006 . . . . . . .F-1
Statements of Operations for the Three Months Ended March 31, 2007
And 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-2
Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . .F-3
Statements of Cash Flows for the Three Months Ended March 31, 2007
And 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-4
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . .F-5
Item 2. Management's Discussion and Analysis or Plan of Operation . . .6
Item 3. Controls and Procedures . . . . . . . . . . . . . . . . . . . .11
PART II
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .11
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds. . .11
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . .11
Item 4. Submission of Matters to a Vote of Security Holders . . . . . .11
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . .11
Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
BORDER MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2007
Border Management, Inc.
(a development stage company)
Balance Sheets
As At As At
March 31 December 31
2007 2006
(UNAUDITED) (AUDITED)
- ---------------------------------------------------------------------
ASSETS
- ---------------------------------------------------------------------
Current Assets:
Cash $ 330 $ 352
Promissory note receivable
-related party (Note 3) 140,000 140,000
------------ -------------
Total Assets $ 140,330 $ 140,352
============ =============
- ---------------------------------------------------------------------
LIABILITIES
- ---------------------------------------------------------------------
Current
Accounts payable and $ 25,609 $ 22,143
accrued liabilities ------------ -------------
- ---------------------------------------------------------------------
STOCKHOLDERS' EQUITY
- ---------------------------------------------------------------------
Common stock, $.001 par value
Authorized: 50,000,000 shares
Issued: 14,050,000 shares 14,050 14,050
Preferred stock,$.001 par value
Authorized: 20,000,000 shares
Issued: Nil
Additional paid-in capital 128,626 128,626
Deficit accumulated during the
development stage (27,955) (24,467)
------------ -------------
Total stockholders' equity 114,721 118,209
------------ -------------
Total liabilities and stockholders'
Equity $ 140,330 $ 140,352
============ =============
GOING CONCERN (Note 1)
The accompanying notes are an integral part of these financial statements.
APPROVED BY THE DIRECTORS:
/s/Evan Williams
- ----------------
Evan William
Director
/s/Leigh Anderson
- -----------------
Leigh Anderson
Director
/s/ Solomon Nordine
- -------------------
Solomon Nordine
Director
.F-1.
Border Management, Inc.
(a development stage company)
Statements of Operations
(Unaudited)
For the Three Period from
Months Ended June 7, 2006
March 31, 2007 (inception) to
March 31,2007
- ----------------------------------------------------------------------
REVENUE
Interest Revenue $ 2,800 $ 5,555
Operating Revenue - -
============= ===============
Total Revenue $ 2,800 $ 5,555
EXPENSES
Bank Charges 22 51
Professional fees 6,096 33,039
Regulatory fees 170 420
============= ==============
Total Expenses 6,288 33,510
NET LOSS $ (3,488) $ (27,955)
============= ==============
Loss per share (Note 2(e)) $ (0.00) $ (0.00)
============= ==============
Weighted average number
of shares outstanding 14,050,000
==============
- ----------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
.F-2.
Border Management, Inc.
(a development stage company)
Statement of Stockholders' Equity
(Unaudited)
For the Period from June 7, 2006 (inception) to March 31, 2007
- -----------------------------------------------------------------------------
Common stock
-------------- Deficit Acc. Total
Number Amount Additional During Devel- Stockholders
Of Shares Paid-in opment Stage Equity
Capital
--------- -------- ----------- --------------- -------------
Issue of Common 7,600,000 $ 7,600 $ 68,400 $ - $ 76,000
Stock for cash
On organization
Of the Company
Issue of Common 6,450,000 $ 6,450 $ 60,226 $ - $ 66,676
Stock for cash
Net loss for
Period - - - $ (24,467) $ (24,467)
--------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $ (24,467) $ 118,209
December 31,
2006
Net loss for
the period - - - (3,488) (3,488)
--------- -------- ----------- --------------- -------------
Balance
March 31,
2007 14,050,000 $14,050 $ 128,626 $ (27,955) $ 114,721
========== ======== =========== =============== =============
The accompanying notes are an integral part of these financial statements.
.F-3.
Border Management, Inc.
(a development stage company)
Statement of Cash Flows
(Unaudited)
For the Three Period from
Months Ended June 7, 2006
March 31, 2007 (inception) to
March 31, 2007
- ---------------------------------------------------------------------
CASH FLOWS (USED IN) PROVIDED BY:
OPERATING ACTIVITIES
Net loss $ (3,488) $ (27,955)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Increase in accounts payable
and accrued liabilities 3,466 25,609
---------- -----------
(22) (2,346)
========== ===========
INVESTING ACTIVITIES
Promissory note receivable - (140,000)
---------- -----------
FINANCING ACTIVITIES
Common stock issued for cash: - 142,676
---------- -----------
INCREASE IN CASH (22) 330
---------- -----------
CASH, beginning 352 -
---------- -----------
CASH, ending $ 330 $ 330
---------- -----------
SUPPLEMENTAL INFORMATION
Cash paid during the year to:
Interest $ - $ -
Income taxes $ - $ -
- --------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
.F-4.
BORDER MANAGEMENT, INC.
(a development stage company)
MARCH 31, 2007
1. 0RGANIZATION AND DEVELOPMENT STAGE ACTIVITIES
The Company was incorporated under the laws of the State of Nevada on June 7,
2006. The company purpose in the Articles of Incorporation is to engage in
any lawful activity or activities in the State of Nevada and throughout the
world. The Company will specialize in offering management and consulting
services to non-Canadian businesses, organizations and individuals wishing to
conduct business in Canada. As of March 31, 2007, the Company is
considered to be in the development stage as the Company is devoting
substantially all of its effort to establishing its new business and the
Company has not generated revenues from its business activities. The Company
has no cash flows from operations. The Company is currently seeking
additional funds through future debt or equity financing to offset future
cash flow deficiencies. Such financing may not be available or may not be
available on reasonable terms. The resolution of this going concern issue is
dependent on the realization of management's plans. If management is
unsuccessful in raising future debt or equity financing, the Company will be
required to liquidate assets and curtail or possibly cease operations.
2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States. Because a
precise determination of many assets and liabilities is dependent on future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework of
the accounting policies summarized below:
a .Cash and cash equivalents
The Company considers all short-term investments, including investments in
certificates of deposit, with a maturity date at purchase of three months
or less to be cash equivalents.
b .Foreign currencies
The functional currency of the Company is the United States dollar.
Transactions in foreign currencies are translated into United States dollars
at the rates in effect on the transaction date. Exchange gains or losses
arising on translation or settlement of foreign currency denomination
monetary items are included in the statement of operations.
c .Financial instruments
The Company's financial instruments consist of cash, promissory note
receivable, and accounts payable and accrued liabilities.
Management is of the opinion that the Company is not subject to significant
interest, currency or credit risks on the financial instruments included in
these financial statements. The fair market values of these financial
instruments approximate their carrying values.
d .Income taxes
The Company follows the asset and liability method of accounting for income
taxes. Under this method, current taxes are recognized for the estimated
income taxes payable for the current period.
Deferred income taxes are provided based on the estimated future tax effects
of temporary differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases as well as the benefit
of losses available to be carried forward to future years for tax purposes.
Deferred tax assets and liabilities are measured using enacted tax rates that
are expected to apply to taxable income in the years in which those temporary
differences are expected to be covered or settled. The effect of deferred tax
assets and liabilities of a change in tax rates is recognized in operations
in the period that includes the enactment date. A valuation allowance is
recorded for deferred tax assets when it is more likely than not that such
deferred tax assets will not be realized.
e .Loss per share
Basic loss per share is computed by dividing loss for the period available to
common stockholders by the weighted average number of common stock
outstanding during the period.
f .Recent accounting pronouncements
The FASB has issued FIN 48 which prescribes rules for the accounting for
uncertainty in income tax positions. FIN 48 requires all material tax
positions to undergo a new two-step recognition and measurement process. All
material tax positions in all jurisdictions in all tax years in which the
statute of limitations remains open upon the initial date of adoption are
required to be assessed. The criteria for asset recognition is that it is
more likely than not that a tax position will be sustained upon examination
based solely on its technical merits. If the recognition standard is not
satisfied, then no tax benefit otherwise arising from the tax position can be
recorded for financial statement purposes. If the recognition standard is
satisfied, the amount of tax benefit with a greater than 50% likelihood of
being realized upon ultimate settlement with a taxing authority. FIN 48 is
effective for the fiscal years beginning after December 15, 2006. The Company
does not anticipate the adoption of FIN 48 will have a material impact on the
Company's financial position, results of the operations, or cash flows.
In September 2006, the FASB issued FASB Statement No. 157. This statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board
having previously concluded in those accounting pronouncements that fair
value is a relevant measurement attribute. Accordingly, this statement does
not require any new fair value measurements. However, for some entities, the
application of the statement will change current practice. This statement is
effective for financial statements for fiscal years beginning after November
15, 2007. Earlier application is permitted provided that the reporting entity
has not yet issued financial statements for that fiscal year. Management is
currently evaluating the impact this statement will have on the financial
statements of the Company once adopted.
3 .PROMISSORY NOTE RECEIVABLE - RELATED PARTY
The promissory note receivable pays monthly interest only of 2/3% per month
and carries an effective annual interest rate of 8.30%. The capital of
$140,000 is payable upon demand and is due from JPI Project Management Inc.,
a related company. JPI is owned solely by the President's spouse. Payment is
due on the 15th of the following month and the first payment was due November
15, 2006. The first three monthly payments from JPI were made in advance on
November 8, 2006. The subsequent three monthly payments were made on January
24, 2007 through a payment on behalf of BMI by JPI.
4.Stockholders' Equity:
Common Stock Offerings:
On June 7, 2006, the Company completed a private placement
offering of 7,600,000 common shares to its officers and directors
for $76,000.
On September 30, 2006, the Company completed a private placement
offering of 6,450,000 to its remaining founders for $66,676.
All subscribers and current shareholders as of March 31, 2007 are
founders of Border Management, Inc.
5. RELATED PARTY TRANSACTIONS
(a)On September 29, 2006, the Company advanced $140,000 to a company
controlled by the wife of the Company president as detailed in Note
3 above.
(b)Included in accounts payable and accrued liabilities is $2,013 owing
to the president of the Company.
6.INCOME TAXES
- ----------------------------------------------------------------------------
Deferred tax assets and liabilities:
- ----------------------------------------------------------------------------
Deferred tax assets: March 31,2007
Operating loss carry-forwards $ 9,428
Valuation allowance (9,428)
- ----------------------------------------------------------------------------
Net Deferred tax assset $ -
============================================================================
Management believes that it is not more likely than not that it will create
sufficient taxable income sufficient to realize its deferred tax assets. It
is reasonably possible these estimates could change due to future income and
the timing and manner of the reversal of deferred tax liabilities. Due to its
losses, the Company has no income tax expense.
The Company has not yet computed its operating loss carry-forwards for income
tax purposes.
.F-5.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS / PLAN OF OPERATION
The following discussion should be read in conjunction with our financial
statements and attached notes. This discussion may contain forward-looking
statements that could involve risks and uncertainties.
Forward-looking Statements:
The statements contained in this 10-QSB that are not historical fact are
"forward-looking statements," which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "should,"
or "anticipates," the negatives thereof or other variations thereon or
comparable terminology, and include statements as to the intent, belief or
our current expectations with respect to the future operations, performance
or position. These forward-looking statements are estimates and predictions.
We cannot assure you that the future results indicated, whether expressed or
implied, will be achieved. While sometimes presented with numerical
specificity, these forward-looking statements are based upon a variety of
assumptions relating to our business, which, although currently considered
reasonable by us, may not be realized. Because of the number and range of the
assumptions underlying our forward-looking statements, many of which are
subject to significant uncertainties and contingencies beyond our reasonable
control, some of the assumptions inevitably will not materialize and
unanticipated events and circumstances may occur subsequent to the date of
this 10-QSB. These forward-looking statements are based on current
information and expectation and we assume no obligation to update them at any
stage.
Therefore, our actual experience and results achieved during the period
covered by any particular forward-looking statement may differ substantially
from those anticipated. Consequently, the inclusion of forward-looking
statements should not be regarded as a representation by us or any other
person that these estimates will be realized, and actual results may vary
materially. We cannot assure that any of these expectations will be realized
or that any of the forward-looking statements contained herein will prove to
be accurate.
Description of Business:
Border Management was formed to offer a "one stop" management and consulting
service to corporations and individuals wanting to commence operations in
Canada. We have a mature base of consultants that we can draw on to assist
our Directors in providing services to our clients. We are therefore able to
provide advice directly or through a sound base of business, engineering,
legal, and other professionals relating to a wide variety of issues.
.6.
Border Management was incorporated on June 7, 2006 however we have not yet
commenced operations other than research and establish a preliminary business
plan. We have invested the majority of the proceeds from our original share
issue in an interest-bearing demand note issued by JPI Project Management
Inc. JPI Project Management Inc. is a privately held British Columbia non
reporting company owned by Mrs. Jillian Williams, the wife of our company's
Director Evan Williams.
Critical Accounting Policies:
Our financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates. The critical accounting policies that affect our
more significant estimates and assumptions used in the preparation of our
financial statements are reviewed and any required adjustments are recorded
on a monthly basis.
Results of Operations:
Substantial positive and negative fluctuations can occur in our business due
to a variety of factors, including variations in the economy, and the
abilities to raise capital. As a result, net income and revenues in a
particular period may not be representative of full year results and may vary
significantly in this early stage of our operations. In addition results of
operations, may vary in the future, and will be materially affected by many
factors of a national and international nature, including economic and market
conditions, currency values, inflation, the availability of capital, the
level of volatility of interest rates, the valuation of security positions
and investments and legislative and regulatory developments. Our results of
operations also may be materially affected by competitive factors and our
ability to attract and retain highly skilled individuals.
Period Ended March 31, 2007:
We have had no service revenues to date. We anticipate our services will be
rendered to our clients on both an ongoing basis as well as a one time and
project consulting basis. If engaged on a project or one time basis, we
will recognize revenues at the time that all services have been substantially
completed. At the discretion of our management, we may accept restricted
equity securities in certain entities as payments for services provided to
these entities. Some of these entities may be newly formed, have no
operating history, and the market for such securities would be very limited.
In the event that there is a public market for the securities, we will record
the securities at a discount from the market price, since (i) the securities
are restricted and (ii) there is no assurance that the value of these
securities will be realized. The amount of shares we will accept in lieu of a
portion of a client's cash payment is situation specific.
Revenue for the 90 day period ended March 31, 2007 was $ 2,800.
The net loss for the period ended March 31, 2007 was $ 3,488 or
$ 0.00 per share.
.7.
Off-Balance Sheet Arrangements:
We do not have any off balance sheet arrangements that are reasonably likely
to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.
Transfer Agent and Registrar:
Our transfer agent is the law firm of Kerr & Associates located in Las Vegas
Nevada.
Liquidity Management:
Liquidity is the ability to meet current and future
financial obligations of a short-term nature. Our primary sources of funds
will consist of management and consulting revenues. During the next twelve
months, we will continue our research into our specific industry, management
systems, and marketing. We also intend commencing operations during this
next year. Our current short-term investment is not intended to be the only
source of our income. Should there be a delay beyond one year in the start
of our activities, we could be required to issue additional share capital or
secure debt financing. Depending on market conditions, we may be required to
pay high rates of interest on such loans. We believe, however, we have
enough cash available to satisfy our requirements during the next twelve
months.
Operational Matters:
Over the next twelve months, we have enough cash to effect limited research,
recruitment, and marketing plans.
Our industry research will be ongoing. We will monitor what services our
competitors offer along with their strengths, weaknesses, and fees. We will
also monitor changes in Federal and Provincial legislation, which is likely
to affect our clients and our ability to deliver professional service.
Our recruiting efforts will be to attract and contract with professionals
such as engineers, lawyers, and accountants outside of our company. We will
also recruit prospective employees and professionals to work within our
company. Employees, however, will only be hired as workload demands. As
such we cannot say at this time how many, if any, will be hired during the
next twelve months.
Our marketing objective will be to solicit clients outside and to a lesser
extent inside of Canada. Our marketing will include the use of newspapers,
internet, trade journals, various print medium such as brochures, and some
travel to meet prospective clients. We are currently developing a web site.
Primary Investing Activities: We do not anticipate any major investing
activities in the next twelve months. Neither do we expect any major
purchases or sales of plant and equipment.
.8.
In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part II, "Item 6. Risk Factors"
in our Annual Report on Form 10-K for the period ended December 31, 2006,
which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K are not the
only risks that we face. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially
affect our business, financial condition and/or operating results.
Plan of Distribution
We have registered 3,000,000 shares of our common stock, which shall be
offered and sold on a self-underwritten basis by Mr. Evan Williams our Chief
Executive Officer and President, or, at our discretion, by participating
broker-dealers licensed by the National Association of Securities Dealers,
Inc. Although we anticipate being listed on the OTC-Bulletin Board, we may
not be. Regardless, we will offer the shares to the public at a price of $.10
per share. There is no minimum investment requirement and funds received by
us from this offering will not be placed into an escrow account. The offering
price of the shares was arbitrarily determined by us. The offering price of
the shares does not have any relationship to our assets, book value, or
earnings. We reserve the right to reject any subscription in whole or in
part, for any reason or for no reason. There can be no assurance that we will
sell any or all of the offered shares.
As our offering is "self-underwritten" in nature and at a fixed price of $.10
per share, we are unsure whether we will sell any shares of common stock. As
a result, we are unable at this time to determine what State, if any, offers
or sales will be made. We may also seek out broker-dealers to assist us in
placing our stock. Regardless of whether we place our stock ourselves or
through agents, we will comply with all applicable blue-sky requirements of
each jurisdiction in which we ultimately offer and sell our shares.
Under the Securities Exchange Act of 1934 and the regulations there under,
any person engaged in a distribution of the shares of our common stock
offered by our prospectus may not simultaneously engage in market making
activities with respect to our common stock during the applicable
"cooling off" periods prior to the commencement of such distribution.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if
developed, may not be sustained. We intend to engage a broker / dealer to
apply on our behalf for admission to quotation of our securities on the NASD
OTC Bulletin Board. If for any reason our common stock is not quoted on the
OTC Bulletin Board or a public trading market does not otherwise develop,
purchasers of our shares may have difficulty selling their common stock
should they desire to do so.
State securities laws may also limit trading in our shares.
Shares being registered on the selling shareholder's behalf:
We have also registered 14,050,000 shares of our common stock held by our
fifty-six shareholders, the selling shareholders, on their behalf. Prior to
the listing of our securities on the OTC Bulletin Board, the selling
shareholders have agreed to sell their shares at a price of $.10. Once our
securities are listed on the OTC Bulletin Board the selling shareholder may
sell some or all of such shares at any price. The shares will not be sold in
an underwritten public offering.
.9.
Broker-dealers engaged by the selling shareholder may arrange for other
broker-dealers to participate. Broker-dealers may receive commissions or
discounts from the selling shareholder (or, if any such broker-dealer acts as
agent for the purchaser of such shares, from such purchaser) in amounts to be
negotiated. Broker-dealers may agree with the selling shareholder to sell a
specified number of such shares at a stipulated price per share.
The selling shareholders and any broker-dealers participating in the
distributions of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Any profit on the sale of
shares by the selling shareholder and any commissions or discounts given to
any such broker-dealer may be deemed to be underwriting commissions or
discounts. The shares may also be sold pursuant to Rule 144 under the
Securities Act of 1933, as amended, beginning one (1) year after the shares
were issued.
Under the Securities Exchange Act of 1934 and the regulations there under,
any person engaged in a distribution of the shares of our Common Stock
offered by our prospectus may not simultaneously engage in market making
activities with respect to our Common Stock during the applicable "cooling
off" periods prior to the commencement of such distribution. Also, the
selling shareholder is subject to applicable provisions that limit the timing
of purchases and sales of our Common Stock by the selling shareholder.
We have informed the selling shareholders that, during such time as he may be
engaged in a distribution of any of the shares we have registered by our
prospectus, he is required to comply with Regulation M. In general,
Regulation M precludes the selling shareholder, any affiliated purchasers and
any broker-dealer or other person who participates in a distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase, any security which is the subject of the distribution until the
entire distribution is complete. Regulation M defines a "distribution" as an
offering of securities that is distinguished from ordinary trading activities
by the magnitude of the offering and the presence of special selling efforts
and selling methods. Regulation M also defines a "distribution participant"
as an underwriter, prospective underwriter, broker, dealer, or other person
who has agreed to participate or who is participating in a distribution.
Regulation M prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security,
except as specifically permitted by Rule 104 of Regulation M. These
stabilizing transactions may cause the price of our Common Stock to be less
volatile than it would otherwise be in the absence of these transactions. We
have informed the selling shareholder that stabilizing transactions permitted
by Regulation M allow bids to purchase our Common Stock if the stabilizing
bids do not exceed a specified maximum. Regulation M specifically prohibits
stabilizing that is the result of fraudulent, manipulative, or deceptive
practices. The selling shareholder and distribution participants are required
to consult with their own legal counsel to ensure compliance with Regulation
M.
Our common shares are subject to the "Penny Stock" Rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our stock.
.10.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
As of March 31, 2007, we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14. This evaluation was done under the supervision
and with the participation of our Principal Executive Officer. Based upon
that evaluation, he concluded that our disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to
satisfy our disclosure obligations under the Exchange Act.
Changes in internal controls
There were no changes in our internal controls or in other factors that could
significantly affect those controls since the most recent evaluation of such
controls.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Border Management, Inc. is not currently involved with any legal proceedings
and is not aware of any threatened actions.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of securities for the three months ended
March 31, 2007.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
There were no defaults on senior securities for the three months ended March
31, 2007.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
There were no submissions of matters to a vote of shareholders in the three
months ended March 31, 2007.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
31.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports of Form 8-K
No reports were filed on Form 8-K during the first quarter of 2007.
SIGNATURES
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
/s/ Evan Williams Chief Executive Officer, July 13, 2007
- ----------------- President, Director
Evan Williams
/s/ Solomon Nordine Chief Financial Officer, July 13, 2007
- ------------------- Treasurer, Director
Solomon Nordine
.11.