10-Q 1 bmimarch10q2011.txt 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 MARCH 31, 2011 [] Transition report under Section 13 or 15(d) of the Exchange Act 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 (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 October 17, 2011 the Issuer had 14,050,000 shares of common stock issued and outstanding. ----------------------------------------------------------------------- BORDER MANAGEMENT, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011 TABLE OF CONTENTS PART I Item 1. Financial Statements Balance Sheets as of March 31, 2011 and December 31, 2010 . . . . . . .F-1 Statements of Operations for the Three Months Ended March 31, 2011 and March 31, 2010 and from Inception (June 7,2006) to March 31, 2011 .F-2 Statement of Stockholders' Equity. . . . . . . . . . . . . . . . . . . F-3 Statements of Cash Flows for the Three Months Ended March 31, 2011 and March 31, 2010 and from Inception (June 7, 2006) to March 31, 2011. . .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 MARCH 31, 2011

APPROVED BY THE DIRECTORS: /s/Evan Williams ---------------- Evan William Director /s/ Solomon Nordine ------------------- Solomon Nordine Director The accompanying notes are an integral part of these financial statements. .F-1.

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, 2011

The accompanying notes are an integral part of these financial statements. .F-3.

The accompanying notes are an integral part of these financial statements. .F-4. BORDER MANAGEMENT, INC. (a development stage company) MARCH 31, 2011 1.ORGANIZATION 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, 2011, 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 January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-06, Improving Disclosures about Fair Value Measurements. The guidance in ASU 2010-06 provides amendments to literature on fair value measurements and disclosures currently within the ASC by clarifying certain existing disclosures and requiring new disclosures for the various classes of fair value measurements. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations. In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. The guidance in ASU 2010-29 provides amendments to clarify the acquisition date which should be used for reporting the pro forma financial information disclosures in Topic 805 when comparative financial statements are presented. The amendments also improve the usefulness of the pro forma revenue and earnings disclosures by requiring a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination(s). The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations. In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations. In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, this ASU requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations. In September 2011, the FASB issued ASU No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations. 3.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. 4.RELATED PARTY TRANSACTIONS a.Included in accounts payable and accrued liabilities is (2011 -$40,042; 2010 - $14,178) owing to the president of the Company. b.On Oct 1, 2010, a management agreement was entered into with Buzan Electrical Consultants (2003) Ltd., a company controlled by the president of the Company. Management fees (2011 - $2,058 ; 2010 - Nil) relate to this agreement. c.Rental charges are paid on a month-to-month basis to Buzan (2011 - $772 ; 2010 - Nil). Rental charges for July 2009 to June 2010 have been waived. d.Professional fees include amounts attributed to S N Ventures Inc. (2011 - $4,580 ; 2010 - Nil), a company controlled by the Treasurer. These amounts are recorded at the exchange amount based on the amounts paid and/or received by the parties. 5.INCOME TAXES Deferred tax assets and liabilities: Deferred tax assets: March 31, 2011 Operating loss carry-forwards $ 81,336 Valuation allowance (81,336) --------------------------------------------------------------------- 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 2010 operating loss carry-forwards for income tax purposes to be $227,395. .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 March 31, 2011: 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 March 31, 2011, and March 31, 2010 The major changes in specific accounts in our operating statement for the three month period ended March 31, 2011 as compared to the previous three month period ended March 31, 2010 are as follows: Revenue Revenue for the three month period ended March 31, 2011 was $0.00. Previous year's revenue for the three months ended March 31, 2010 was $0.00. Expenses Listing and share transfer fees decreased from $3,110 during the three month period of March 31, 2010 to $1,479 for the three month period ending March 31, 2011. Management fees for the three months ended March 31, 2011 were $2,058. No management fees were incurred the three months ended March 31, 2010. Professional fees of $6,140 were incurred for the three month period ended March 31, 2011 as compared to $2,055 for the three months ended March 31, 2010. Rent was waived during the three month period ended March 31, 2010. $772 was incurred during the three months ended March 31, 2011. The net loss for the three month period ended March 31, 2011 was $11,829 or $0.000842 per share compared to a loss of $5,526 for the three months ended March 31, 2010 an increase of $6,303. .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 March 31, 2011, the Company's balance sheet reflects total current assets of $5,993 and total current liabilities of $102,541. The Company has a deficit accumulated in the development stage of $239,224. 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 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. .8. 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. 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, 2010, 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 March 31, 2011, 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 March 31, 2011, 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 March 31, 2011, 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 (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. 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:

.11.

Border Management, Inc. 10-Q