UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
[] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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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 large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not Smaller reporting company [X]
check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
Defined in Rule 12b-2 of the Exchange Act). [x] Yes [ ] No
As of September 30, 2009 the Issuer had 14,050,000 shares of common stock
issued and outstanding.
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BORDER MANAGEMENT, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
TABLE OF CONTENTS
PART I
Item 1. Financial Statements
Balance Sheets as of Sept 30, 2009 and December 31, 2008 . . . . . . . F-1
Statements of Operations for the Three and Nine Months Ended Sept 30,
2009 and Sept 30, 2008 and from Inception (June 7,2006) to
Sept 30, 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . .F-3
Statements of Cash Flows for the Three and Nine Months Ended Sept 30,
2009 and Sept 30, 2008 and from Inception (June 7, 2006) to
Sept 30, 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . .F-5
Item 2. Management's Discussion and Analysis or Plan of Operation . . .6
Item 3. Quantitative and Qualitative Disclosures about Market Risk. . .10
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . .10
PART II. OTHER INFORMATION
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
SEPTEMBER 30, 2009
Border Management, Inc.
(a development stage company)
Balance Sheets
As At As At
September 30 December 31
2009 2008
(UNAUDITED) (AUDITED)
- ---------------------------------------------------------------------
ASSETS
- ---------------------------------------------------------------------
Current Assets:
Cash $ 1,772 $ 9,983
Refundable Taxes 103 664
------------ -------------
Total Assets $ 1,875 $ 10,647
============ =============
- ---------------------------------------------------------------------
LIABILITIES
- ---------------------------------------------------------------------
Current
Accounts payable and $ 21,918 $ 10,791
accrued liabilities ------------ -------------
- ---------------------------------------------------------------------
STOCKHOLDERS' EQUITY (Note 4)
- ---------------------------------------------------------------------
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 (162,719) (142,820)
------------ -------------
Total stockholders' deficiency (20,043) (144)
------------ -------------
Total liabilities and stockholders'
deficiency $ 1,875 $ 10,647
============ =============
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/ Solomon Nordine
- -------------------
Solomon Nordine
Director
.F-1.
Border Management, Inc.
(a development stage company)
Statements of Operations
(Unaudited)
For the Three For the Three For the Nine For the Nine Period From
Months Ended Months Ended Months Ended Months Ended June 7, 2006
Sept 30, 2009 Sept 30, 2008 Sept 30, 2009 Sept 30, 2008 (inception) to
Sept 30, 2009
- --------------------------------------------------------------------------------------------------
REVENUE
Interest Revenue $ - $ 800 $ - $ 4,200 $ 17,096
Operating Revenue - - - - -
============= ============= =============== ============= ============
Total Revenue - 800 - 4,200 17,096
===========================================================================
EXPENSES
Advertising 105 - 334 62 1,246
Bank charges 60 30 166 175 526
Foreign currency
Loss/(Gain) (122) - 15 - 532
Listing and share
transfer fees 1,806 300 5,922 5,400 18,892
Management fees - 8,492 4,961 32,491 62,243
Professional fees 1,583 7,111 6,021 24,891 79,335
Rent - 2,830 2,480 7,706 17,041
============= ============= ============== ============= =============
Total Expenses 3,432 18,763 19,899 70,725 179,815
============================================================================
NET LOSS $ (3,432) $ (17,963) $ (19,899) $(66,525) $(162,719)
============= ============= ============== ============= =============
Loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
(Note 2(f)) ============= ============= ============== ============= =============
Weighted average
number of shares
outstanding 14,050,000 14,050,000 14,050,000 14,050,000 13,437,490
============= ============= ============== ============= =============
- ---------------------------------------------------------------------------------------------------
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 September 30, 2009
- -----------------------------------------------------------------------------
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 - - - (35,653) (35,653)
--------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $ (60,120) $ 82,556
December 31,
2007
Net loss for
the period - - - (82,700) (82,700)
--------- --------- ---------- --------------- -------------
Balance
December 31,
2008 14,050,000 $14,050 $ 128,626 $(142,820) $ (144)
Net loss for
the period - - - (19,899) (19,899)
---------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $(162,719) $ (20,043)
Sept 30,
2009
========== ======== =========== =============== =============
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 For the Three For the nine For the Nine Period from
Months Ended Months Ended Months Ended Months Ended June 7,2006
Sept 30,2009 Sept 30, 2008 Sept 30,2009 Sept 30,2008 (inception) to
Sept 30, 2009
- ----------------------------------------------------------------------------------------------
CASH FLOWS (USED IN)
PROVIDED BY:
OPERATING ACTIVITIES
Net loss $ (4,682) $ (17,963) $ (19,899) $ (66,525) $(162,719)
Adjustments to
reconcile net
loss to net cash
used in operating
activities:
(Increase) Decrease
in accounts receivable
and accrued assets 270 (378) 561 95 (103)
Increase (Decrease) in
accounts payable
and accrued
liabilities 4,847 (1,689) 11,127 (1,027) 21,918
----------- ---------- ----------- ---------- -----------
435 (20,030) (8,211) (67,457) (140,904)
=========== ========== =========== ========== ===========
INVESTING ACTIVITIES
Promissory note
Receivable
(Note 3) - 20,000 - 70,000 -
----------- ---------- ----------- ----------- -----------
FINANCING ACTIVITIES
Common stock
issued for cash: - - - - 142,676
----------- ---------- ----------- ----------- -----------
INCREASE
(DECREASE) IN CASH 435 (30) (8,211) 2,543 1,772
CASH, beginning 1,337 2,903 9,983 330 -
----------- ---------- ----------- ----------- -----------
CASH, ending $ 1,772 $ 2,873 $ 1,772 $ 2,873 $ 1,772
----------- ---------- ----------- ----------- -----------
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)
September 30, 2009
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 September 30, 2009, 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. Revenue recognition
Revenue is recognized on the sale and transfer of goods and services.
c .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.
d .Financial instruments
The Company's financial instruments consist of cash, refundable taxes, 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.
e .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.
f .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.
g .Recent accounting pronouncements
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.
In February 2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2
which extended the effective date for certain nonfinancial assets and
nonfinancial liabilities to fiscal years beginning after November 15, 2008.
The adoption of the portions of SFAS No. 157 that were not postponed by
(FSP FIN) No. 157-2 did not have a material impact on the financial
statements. The Company does not expect the adoption of the postponed
portions of SFAS No. 157 to have a material impact on the Company?s
financial statements.
In February 2007, the Financial Accounting Standards Board (FASB)issued
SFASNo. 159, "The Fair Value Option for Financial Assets and
FinancialLiabilities - Including an Amendment of FASB Statement No. 115".This
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No. 159
apply only to entities that elect the fair value option. However, the
amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities" applies to all entities with available-for-sale and
trading securities. SFAS No. 159 became effective for the year beginning
January 1, 2008.There was no material impact on the corporation?s financial
Statements upon adoption of SFAS 159.
In December 2007, the FASB issued Statement No. 14 (revised 2007), Business
Combinations ("Statement 141 (R)". Statement 141 (R) changes the accounting
for and reporting of business combination transactions. Statement 141 (R) is
effective for fiscal years beginning after December 15, 2008. The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.
In December 2007, the FASB issued Statement No. 160, Accounting and Reporting
for Noncontrolling Interests in Consolidated Financial Statement, an
amendment of ARB No. 51 ("Statement 160"). Statement 160 clarifies the
classification of noncontrolling interests in consolidated statements of
financial position and the accounting for and the reporting of transaction
between the reporting entity and holders of such noncontrolling interest.
Statement 160 is effective for the first annual reporting period beginning
after December 15, 2008. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and
42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS
161 requires entities to provide greater transparency through additional
disclosures about how and why an entity uses derivative instruments, how
derivative instruments and related hedged items are accounted for under SFAS
133 and its related interpretations, and how derivative instruments and
related hedged items affect an entity's financial position, results of
operations, and cash flows. SFAS 161 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2008. The Company
does not expect SFAS 161 to have a material impact on its results of
operations or financial position.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles." SFAS 162 will provide framework for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. SFAS 162 will be effective 60
days following the Securities and Exchange Commission's approval of the
Public Company Accounting Oversight Board (PCAOB) amendments to AU Section
411. The Company does not expect the adoption of SFAS 162 will have a
material impact on its financial condition or results of operation.
In October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of
a Financial Asset When the Market for that Asset is Not Active (?FST 157-3?),
which clarifies the application of SFAS 157 in an inactive market. FSP 157-3
explains that when relevant and observable market information is not available
to determine the measurement of an asset?s fair value, management must use
their judgment about the assumptions a market participant would use in pricing
the asset in a current sale transaction. Appropriate risk adjustments that a
market participant would use must also be taken into account when determining
the fair value. Application of this guidance should be accounted for as a
change in estimate and FSP 157-3 was effective upon issuance. Upon adoption of
FSP 157-3, there was no material impact on the Company?s financial statements.
In June 2009, the Financial Accounting Standards Board (?FASB?) issued
Statement of Financial Accounting Standards No. 168 (?SFAS No. 168?), The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles?a replacement of FASB Statement No. 162. The FASB
Accounting Standards Codification (?Codification?) will be the single source of
authoritative nongovernmental U.S. generally accepted accounting principles
(?GAAP?). Rules and interpretive releases of the Securities and Exchange
Commission (?SEC?) under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
interim and annual periods ending after September 15, 2009. The Codification
does not change GAAP and will not have a material impact on the Company?s
financial statements.
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 remaining capital
of $20,000 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.
On May 15, 2007 a demand of $15,000 was made on the original $140,000 note,
reducing it to its ending June 30, 2007 balance of $125,000. The $15,000
payment was made on behalf of BMI by JPI to reduce the shareholder's loan
account. Interest payments for April, May, and June were also made through a
payment on behalf of BMI by JPI to reduce the outstanding shareholder's loan.
On July 31 a demand of $15,000 was made on the remaining $125,000 note,
reducing it to its ending September 30, 2007 balance of $110,000. The $15,000
payment was made on behalf of BMI by JPI to reduce the shareholder's loan
account. Interest payments for July, August, and September 2007 were also
made through a payment on behalf of BMI by JPI to reduce the outstanding
shareholder's loan.
On October 1, 2007 a demand of $10,000 was made on the remaining $110,000.
The $10,000 payment was made on behalf of BMI by JPI to reduce the
shareholder's loan account. Interest payments for October and November
were also made through a payment on behalf of BM by JPI to reduce
the outstanding shareholder's loan.
On December 31, 2007 a demand of $10,000 was made on the remaining $100,000.
The $10,000 payment was made on behalf of BMI by JPI to reduce the
shareholder's loan account.
On March 31, 2008 a demand of $10,000 was made on the remaining $90,000. The
$10,000 payment was made on behalf of BMI by JPI to reduce the shareholder's
loan account.
On June 30, 2008 a demand of $40,000 was made on the remaining $80,000. The
$40,000 payment was made on behalf of BMI by JPI to reduce the shareholder?s
loan account. Interest payments for April to June 2008 were also made on
behalf of BMI by JPI to reduce the shareholder?s loan account.
On September 30, 2008 a demand of $20,000 was made on the remaining $40,000.
The $20,000 payment was made on behalf of BMI by JPI to reduce the
shareholder?s loan account. Interest payments for July to September 2008 were
also made on behalf of BMI by JPI to reduce the shareholder?s loan account.
On December 31, 2008 a demand of $20,000 was made on the remaining $20,000. The
$20,000 payment was made on behalf of BMI by JPI to reduce the shareholder?s
loan account. Interest payments for October to December 2008 were also made on
behalf of BMI by JPI to reduce the shareholder?s loan account.
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.
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 $12,355 owing
to the president of the Company.
(c)On April 1, 2007, a management agreement was entered into with JPI and
all management fees (2009 - $4,961; 2008 - $32,491;)relate to this agreement.
Management fees for July 2009 to September 2009 have been waived.
(d)Rental charges are paid on a month-to-month basis to JPI (2009 -$2,480;
2008 - $7,706). Rental charges for July 2009 to September 2009 have been
waived.
(e) Professional fees include amounts attributed to S N Ventures Inc.(2009
- -$1,491; 2008 - $15,161), a company controlled by the Treasurer.
These amounts are recorded at the exchange rate based on the amounts paid
and / or received by the parties.
6.INCOME TAXES
- ----------------------------------------------------------------------------
Deferred tax assets and liabilities:
- ----------------------------------------------------------------------------
Deferred tax assets: September 30,2009
Operating loss carry-forwards $ 55,324
Valuation allowance (55,324)
- ----------------------------------------------------------------------------
Net Deferred tax asset $ -
============================================================================
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 computed its 2008 operating loss carry-forwards for
income tax purposes to be $142,840.
.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-Q 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-Q. 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 business
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 and has commenced
operations.
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 September 30, 2009:
Our continued operations have not generated service revenues to date. Much of
our preliminary organization has been completed including establishing our
office premises and accounting system. During the last three months our
focus has been on continued discussions with our business contacts.
Should we be able to develop a client base, 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.
Comparison of Three Month Periods Ended September 30, 2009, and September 30,
2008
The major changes in specific accounts in our operating statement for the
three month period ended September 30, 2009 as compared to the previous
three month period ended September 30, 2008 are as follows:
Revenue
Revenue for the three month period ended September 30, 2009 was $0.00. Previous
year's revenue for the three months ended September 30, 2008 was from interest
only and was $800.
Expenses
Listing and share transfer fees increased from $300 during the three month
period of September 2008 to $1,806 for the three month period ending September
30, 2009.
Management fees were waived during the three months ended September 30, 2009.
$8,492 was paid for the three months ended September 30, 2008.
Professional fees of $1,583 were incurred for the three month period ended
September 30, 2009 as compared to $7,111 for the three months ended September
30, 2008.
Rent was waived during the three month period ended September 30, 2009. $2,830
was paid during the three months ended September 30, 2008.
The net loss for the three month period ended September 30, 2009 was $3,432 or
$0.00024 per share compared to a loss of $17,963 for the three months ended
September 30, 2008 a decrease of $14,531.
Comparison of Nine Month Periods Ended September 30, 2009, and September 30,
2008
The major changes in specific accounts in our operating statement for the
nine month period ended September 30, 2009 as compared to the previous
nine month period ended September 30, 2008 are as follows:
Revenue
Revenue for the nine month period ended September 30, 2009 was $0.00. Previous
year's revenue for the nine months ended September 30, 2008 was from interest
only and was $4,200.
Expenses
Listing and share transfer fees increased from $5,400 during the nine month
period of September 2008 to $5,922 for the nine month period ending September
30, 2009.
Management fees of $4,961 were incurred during the nine months ended
September 30, 2009 pursuant to an April 1, 2007 agreement with JPI Project
Management Inc. $32,491 was paid for the nine months ended September 30, 2008.
Professional fees of $6,021 were incurred for the nine month period ended
September 30, 2009 as compared to $24,891 for the nine months ended September
30, 2008. Included in professional fees to September 30, 2009 were fees of
$1,491 paid to S N Ventures Inc., a company owned by the Treasurer.
Rent of $2,480 was to paid to JPI during the nine month period ended September
30, 2009. $7,706 was paid during the nine months ended September 30, 2008.
The net loss for the nine month period ended September 30, 2009 was $19,899 or
$0.001416 per share compared to a loss of $66,525 for the nine months ended
September 30, 2008 a decrease of $46,626.
.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.
Contractual Obligations
We have no Contractual obligations.
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 have also commenced operations with the creation of our
website and the marketing of our services. As we now longer have cash, we will
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, we will not have enough cash available to
satisfy our requirements during the next twelve months unless the Company
produces sufficient revenues or we issue additional share capital or secure
debt financing.
As of September 30, 2009, the Company's balance sheet reflects total current
assets of $1,875 and total current liabilities of $21,918. The Company has
a deficit accumulated in the development stage of $162,719. As stated, we do
not believe we will have sufficient assets or capital resources to pay the
Company's on-going expenses during the next twelve months as well as seek out
business opportunities. The Company has no agreement in place with its
shareholders or other persons to pay expenses on its behalf. Individual
shareholders are under no obligation to pay such expenses.
Operational Matters:
Over the next twelve months, assuming we are able to acquire funding we will
proceed with very 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 may include the use of newspapers
and the internet. We will consider trade journals, various print mediums such
as brochures, and some travel to meet prospective clients. We will change our
website as may be necessary.
Capital Resources and 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, 2008,
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.
.9.
ITEM 3.QUANTITATIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISKS
Our Company's financial instruments are not materially impacted by changes in
interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting. Our
Internal control over financial reporting is a process that, under the
supervision of and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, was designed to
provide reasonable assurances regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect our transactions and
dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only
in accordance with authorizations of our management and our trustees;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the
risk that our controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
As management, it is our responsibility to establish and maintain
adequate internal control over financial reporting. As of September 30,
2009, under the supervision and with the participation of our
management, including our Chief Executive Officer, we evaluated the
effectiveness of our internal control over financial reporting using
criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on our evaluation, we concluded that the Company
maintained effective internal control over financial reporting as of
September 30, 2009, based on criteria established in the Internal Control ?
Integrated Framework issued by the COSO.
This quarterly report does not include an attestation report of the
company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to
attestation by the company's registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that
permit the company to provide only management's report in this
quarterly report.
Evaluation of disclosure controls and procedures. As of September 30, 2009,
the Company's chief executive officer and chief financial officer
conducted an evaluation regarding the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) under the Exchange Act. Based upon the evaluation of these
controls and procedures, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures
were effective as of the date of filing this quarterly report applicable
for the period covered by this report.
Changes in internal controls. During the period covered by this report,
no changes occurred in our internal control over financial reporting
that materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
.10.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
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 third quarter of 2009.
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, November 12, 2009
- ----------------- President, Director
Evan Williams
/s/ Solomon Nordine Chief Financial Officer, November 12, 2009
- ------------------- Treasurer, Director
Solomon Nordine
.11.