UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-K/A
AMENDMENT NO.1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
[ ] Transition Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
For the transition period from to
--------- ---------
Commission File Number 333-139129
-----------------
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)
------------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common stock, par value $0.001 per share
Preferred stock, par value $0.001 per share
Issuer's telephone number, including area code: (604) 539-9680
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 404 of the Securities Act. [ ]
Indicate by check mark if the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act. [ ]
- ----------------------------------------------------------------
Check whether the issuer filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2)
has been subject to the filing requirements for the past 90 days. Yes [X] No
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-K and no disclosure will be contained, to the best of the
issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not 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). Yes [X] No
There were no issuer's revenues for the fiscal year ended December 31, 2009.
The aggregate market value of the Common Stock held by non-affiliates of the
issuer as of March 29, 2010 was $0.
The number of shares outstanding of the issuer's Common Stock as of March 29,
2010 was 14,050,000 shares.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
- --------------------------------------------------------------
Amendment No. 1 to the Annual Report of Form 10-K for the Year Ended
December 31, 2009
Explanatory Note
Border Management, Inc. (the "Company") is filing this Amendment No. 1 on
Form 10-K/A ("Amendment No. 1") to amend our annual report filed on Form
10-K for the period ended December 31, 2009 which was originally filed on
March 30, 2010.
Our annual report did not include the opinion and scope paragraphs of our
auditor's report covering the cumulative data from June 7, 2006 (inception)
through December 31, 2009. Additionally, our original annual report did not
include reference to our disclosure controls and procedures. This amendment
includes a revised report in Item 8A of our disclosure controls and
procedures which we have reassessed and deemed ineffective at the time of
filing our original 10-K report.
All other disclosures and exhibits as filed in our Form 10-K filed on March
30, 2010 are hereby incorporated by reference. Accordingly, this Amendment
No. 1 should be read in conjunction with our other filings made with the
Securities and Exchange Commission ("SEC").
There are no other changes to the original Form 10-K, other than those
outlined in this document. This form 10-K/A does not reflect events
occurring after the filing of the original 10-K, nor does it modify or
update the disclosures therein in any way other than as required to reflect
the amendments set forth below.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of:
Border Management, Inc.
We have audited the accompanying balance sheets of Border Management, Inc. as
at December 31, 2009 and 2008 and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2009 and cumulative for the period from June 7, 2006
(inception) to December 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as at December
31, 2009 and 2008 and the results of its operations and cash flows for each
of the three years in the period ended December 31, 2009 and cumulative for
the period from June 7, 2006 (inception) to December 31, 2009, in conformity
with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has limited capital and has suffered losses
from operations and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ UHY LDMB Advisors Inc.
- --------------------------
UHY LDMB Advisors Inc.
Chartered Accountants
Surrey, British Columbia, Canada
March 29, 2010
ITEM 8A. 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 December 31, 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 December 31, 2009, based on criteria established in the Internal Control -
Integrated Framework issued by the COSO.
This annual 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 annual report.
Evaluation of disclosure controls and procedures. As of December 31, 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 ineffective as of the date of filing
this annual report applicable for the period covered by this report. We were
required to include our evaluation of disclosure controls and procedures in
our report of December 31, 2009 but failed to do so. Due to this omission,
we have reassessed our report and concluded our disclosure controls and
procedures were ineffective at the time of filing our 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.
Exhibits:
31.1 Certification by Chief Executive Officer pursuant to Sarbanes -
Oxley Section 302 (filed herewith)
31.2 Certification by Chief Financial Officer pursuant to Sarbanes -
Oxley Section 302 (filed herewith)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Border Management, Inc.
By: /s/ Evan Williams
- ---------------------
Evan Williams
Chief Executive Officer,
President
Date: July 19, 2010
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 19, 2010
- ----------------- President, Director
Evan Williams
/s/ Solomon Nordine Chief Financial Officer, July 19, 2010
- ------------------- Treasurer, Director
Solomon Nordine