Attached files
file | filename |
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EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp | f10q103109ex32i_bellmore.htm |
EX-31.2 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp | f10q103109ex31ii_bellmore.htm |
EX-32.2 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp | f10q103109ex32ii_bellmore.htm |
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp | f10q103109ex31i_bellmore.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended October 31, 2009
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
Bellmore
Corporation
(Exact
name of registrant as specified in Charter)
Nevada
|
000-156062
|
26-3033276
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee
Identification
No.)
|
1806 Bellmore Street, Oakhurst, NJ
07755
(Address of Principal Executive
Offices)
_______________
732-876-1559
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last
Report)
Indicate
by check mark whether the registrant (1) has 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 such filing requirements for the past 90 days.
Yes x No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange Act
(Check one):
Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o Smaller
Reporting Company x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x No o
As of
December 11, 2009, the Company had 2,370,000 shares of common stock
outstanding
Bellmore
Corporation
FORM
10-Q
October
31, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
Item
1.
|
Financial
Statements
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Item
4.
|
Control
and Procedures
|
PART
II-- OTHER INFORMATION
Item
1.
|
Legal
Proceedings
|
Item
1A.
|
Risk
Factors
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
Item
3.
|
Defaults
Upon Senior Securities
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
Item
5.
|
Other
Information
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
SIGNATURE
Item
1. Financial Information
Bellmore
Corporation
(A
Development Stage Company)
Financial
Statements
October
31, 2009
(Unaudited)
CONTENTS
Page(s)
|
|
Balance
Sheets - As of October 31, 2009 (Unaudited) and July 31, 2009
(Audited)
|
1
|
Statements
of Operations -
|
|
For
the three months ended October 31, 2009 and for the period
|
|
from
July 22, 2008 (inception) to October 31, 2009 (Unaudited)
|
2
|
Statements
of Cash Flows -
|
|
For
the three months ended October 31, 2009 and for the
period
|
|
from
July 22, 2008 (inception) to October 31, 2009 (Unaudited)
|
3
|
Notes
to Financial Statements (Unaudited)
|
4-9
|
Bellmore
Corporation
|
||||||||
(A
Development Stage Company)
|
||||||||
Balance Sheets
|
||||||||
October
31,
2009
|
July
31,
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Assets
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 5,063 | $ | 4,043 | ||||
Total
Current Assets
|
5,063 | 4,043 | ||||||
Total
Assets
|
$ | 5,063 | $ | 4,043 | ||||
Liabilities and Stockholders'
Deficit
|
||||||||
Current
Liabilities
|
||||||||
Advances
payable - related party
|
$ | 41,500 | $ | 32,500 | ||||
Interest
payable - related party
|
2,176 | 1,489 | ||||||
Total
Current Liabilities
|
43,676 | 33,989 | ||||||
Stockholders'
Deficit
|
||||||||
Preferred
stock, $0.001 par value; 10,000,000 shares authorized; none issued
and outstanding
|
- | - | ||||||
Common
stock, $0.001 par value, 100,000,000 shares authorized; 2,370,000
shares issued and outstanding
|
2,370 | 2,370 | ||||||
Additional
paid-in capital
|
36,630 | 36,630 | ||||||
Deficit
accumulated during the development stage
|
(77,613 | ) | (68,946 | ) | ||||
Total
Stockholders' Deficit
|
(38,613 | ) | (29,946 | ) | ||||
Total
Liabilities and Stockholders' Deficit
|
$ | 5,063 | $ | 4,043 | ||||
See
accompanying notes to financial statements
1
Bellmore
Corporation
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statements of Operations
|
||||||||||||
(Unaudited)
|
||||||||||||
For
the Period from
|
||||||||||||
For
the Three Months Ended
|
July
22, 2008 (Inception)
|
|||||||||||
October
31, 2009
|
October
31, 2008
|
to
October 31, 2009
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
General
and administrative
|
8,667 | 817 | 77,613 | |||||||||
Net
loss
|
$ | (8,667 | ) | $ | (817 | ) | $ | (77,613 | ) | |||
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.03 | ) | |||
Weighted
average number of common shares outstanding during the period - basic and
diluted
|
2,370,000 | 2,313,846 | 2,355,870 | |||||||||
See
accompanying notes to financial statements
2
(A
Development Stage Company)
|
||||||||||||
Statements of Cash Flows
|
||||||||||||
(Unaudited)
|
||||||||||||
For
the Period from
|
||||||||||||
For
the Three Months Ended
|
July
22, 2008 (Inception) to
|
|||||||||||
October
31, 2009
|
October
31, 2008
|
October
31, 2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (8,667 | ) | $ | (817 | ) | $ | (77,613 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Stock
issued for services
|
- | - | 3,000 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Increase
in interest payable - related party
|
687 | 317 | 2,176 | |||||||||
Net
Cash Used In Operating Activities
|
(7,980 | ) | (500 | ) | (72,437 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from advances payable - related party
|
9,000 | - | 41,500 | |||||||||
Proceeds
from issuance of common stock - founders
|
- | - | 2,000 | |||||||||
Proceeds
from issuance of common stock
|
- | 34,000 | 34,000 | |||||||||
Net
Cash Provided By Financing Activities
|
9,000 | 34,000 | 77,500 | |||||||||
Net
Increase in Cash
|
1,020 | 33,500 | 5,062 | |||||||||
Cash
- Beginning of Period
|
4,043 | 2,000 | - | |||||||||
Cash
- End of Period
|
$ | 5,063 | $ | 35,500 | $ | 5,062 | ||||||
SUPPLEMENTARY
CASH FLOW INFORMATION:
|
||||||||||||
Cash
Paid During the Period for:
|
||||||||||||
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
See
accompanying notes to financial statements
3
Bellmore
Corporation
(A
Development Stage Company)
Notes
to Financial Statements
October 31,
2009
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP") and the rules and regulations of the United States Securities
and Exchange Commission ("SEC") for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all the information and footnotes necessary for a comprehensive
presentation of financial position, results of operations, or cash flows. It is
management's opinion, however, that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation.
The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the years ended July 31, 2009 and 2008. The interim
results for the period ended October 31, 2009 are not necessarily indicative of
results for the full fiscal year.
Note 2 Nature of Operations
and Summary of Significant Accounting Policies
Nature
of Operations
Bellmore
Corporation (the “Company”), was incorporated in the State of Nevada
on July 22, 2008.
The
Company intends to supply non prescription nutritional products. The Company is
currently inactive.
Development
Stage
The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and further implementation of the business plan. The Company has
not generated any revenues since inception.
Risks
and Uncertainties
The
Company intends to operate in an industry that is subject to rapid technological
change. The Company's operations are subject to significant risk and
uncertainties including financial, operational, technological, regulatory and
other risks associated with a development stage company, including the potential
risk of business failure.
4
Bellmore
Corporation
(A
Development Stage Company)
Notes
to Financial Statements
October 31,
2009
(Unaudited)
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
A
significant estimate in 2009 and 2008 included a 100% valuation allowance for
deferred taxes due to the Company’s continuing and expected future
losses.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents. At October 31, 2009 and
July 31, 2009, respectively, the Company had no cash equivalents.
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At October 31, 2009 and
July 31, 2009, respectively, there were no balances that exceeded the federally
insured limit.
Earnings
per Share
Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of shares of common stock, common
stock equivalents and potentially dilutive securities outstanding during the
period. For the period from July 22, 2008 (inception) to October 31, 2009, the
Company had no common stock equivalents that could potentially dilute future
earnings (loss) per share; hence, a separate computation of diluted earnings
(loss) per share is not presented.
Share-Based
Payments
Generally,
all forms of share-based payments, including stock option grants, restricted
stock grants and stock appreciation rights, are measured at their fair value on
the awards’ grant date, and based on the estimated number of awards that are
ultimately expected to vest. Share-based payment awards issued to non-employees
for services rendered are recorded at either the fair value of the services
rendered or the fair value of the share-based payment, whichever is more readily
determinable. The expense resulting from share-based payments are recorded as a
component of general and administrative expense.
5
Bellmore
Corporation
(A
Development Stage Company)
Notes
to Financial Statements
October 31,
2009
(Unaudited)
Fair
Value of Financial Instruments
The
carrying amounts of the Company’s short-term financial instruments, including
the Company’s current assets (exclusive of cash) and current liabilities,
approximate fair value due to the relatively short period to maturity for these
instruments.
Segment
Information
During
2009 and 2008, the Company only operated in one segment; therefore, segment
information has not been presented.
Recent
Accounting Pronouncements
Effective
June 30, 2009, the Company adopted three accounting standard updates which
were intended to provide additional application guidance and enhanced
disclosures regarding fair value measurements and impairments of securities.
They also provide additional guidelines for estimating fair value in accordance
with fair value accounting. The first update, as codified in ASC 820-10-65,
provides additional guidelines for estimating fair value in accordance with fair
value accounting. The second accounting update, as codified in ASC 320-10-65,
changes accounting requirements for other-than-temporary-impairment
(OTTI) for debt securities by replacing the current requirement that a
holder have the positive intent and ability to hold an impaired security to
recovery in order to conclude an impairment was temporary with a requirement
that an entity conclude it does not intend to sell an impaired security and it
will not be required to sell the security before the recovery of its amortized
cost basis. The third accounting update, as codified in ASC 825-10-65, increases
the frequency of fair value disclosures. These updates were effective for fiscal
years and interim periods ended after June 15, 2009. The adoption of these
accounting updates did not have a material impact on the Company’s financial
statements.
Effective
June 30, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have a material impact on the Company’s financial
statements.
Effective
January 1, 2009, the Company adopted an accounting standard update
regarding the determination of the useful life of intangible assets. As codified
in ASC 350-30-35, this update amends the factors considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under intangibles accounting. It also requires a
consistent approach between the useful life of a recognized intangible asset
under prior business combination accounting and the period of expected cash
flows used to measure the fair value of an asset under the new business
combinations accounting (as currently codified under ASC 850). The update also
requires enhanced disclosures when an intangible asset’s expected future cash
flows are affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on the Company’s
financial statements.
6
Bellmore
Corporation
(A
Development Stage Company)
Notes
to Financial Statements
October 31,
2009
(Unaudited)
In
February 2008, the FASB issued an accounting standard update that delayed
the effective date of fair value measurements accounting for all non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until the beginning of the first quarter of fiscal 2009. These
include goodwill and other non-amortizable intangible assets. The Company
adopted this accounting standard update effective January 1, 2009. The
adoption of this update to non-financial assets and liabilities, as codified in
ASC 820-10, did not have a material impact on the Company’s financial
statements.
Effective
January 1, 2009, the Company adopted a new accounting standard update
regarding business combinations. As codified under ASC 805, this update requires
an entity to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of provision for taxes. The adoption did not
have a material impact on the Company’s financial statements.
In
September 2009, the FASB issued Update No. 2009-13,
“Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging
Issues Task Force” (ASU 2009-13). It updates the existing multiple-element
revenue arrangements guidance currently included under ASC 605-25, which
originated primarily from the guidance in EITF Issue No. 00-21, “Revenue
Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance
primarily provides two significant changes: 1) eliminates the need for objective
and reliable evidence of the fair value for the undelivered element in order for
a delivered item to be treated as a separate unit of accounting, and 2)
eliminates the residual method to allocate the arrangement consideration. In
addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after June 15, 2010, with early adoption permitted provided
that the revised guidance is retroactively applied to the beginning of the year
of adoption. The Company is currently assessing the future impact of this new
accounting update to its financial statements.
7
Bellmore
Corporation
(A
Development Stage Company)
Notes
to Financial Statements
October 31,
2009
(Unaudited)
Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting
Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards
Codification (the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material
impact on the Company’s results of operations or financial
condition.
Note 3 Going
Concern
As
reflected in the accompanying financial statements, the Company has a net loss
of $8,667 and net cash used in operations of $7,980 for the three months ended
October 31, 2009; and a working capital deficit of $38,613, a deficit
accumulated during the development stage of $77,613 and a stockholders’ deficit
of $38,613 at October 31, 2009. In addition, the Company is in the
development stage and has not yet generated any revenues.
The
ability of the Company to continue as a going concern is dependent on
Management's plans, which include potential asset acquisitions, mergers or
business combinations with other entities, further implementation of its
business plan and continuing to raise funds through debt or equity raises. To
date, all debt financing has come from a related party. The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
8
Bellmore
Corporation
(A
Development Stage Company)
Notes
to Financial Statements
October 31,
2009
(Unaudited)
Note 4 Loans Payable –
Related Party
During
July 2008, the Company received advances totaling $14,500, from an affiliated
entity. The advances bear interest at 8% and were due in one
year. These advances have been extended for an additional year. These
advances are unsecured.
During
May 2009, the Company received advances totaling $18,000, from an affiliated
entity. The advances bear interest at 8% and are due in one
year. These advances are unsecured.
During
October 2009, the Company received an advance of $9,000, from an affiliated
entity. The advance bears interest at 8% and is due in one
year. These advances are unsecured.
At
October 31, 2009 and July 31, 2009, these advances represent a 100%
concentration in debt financing.
Note 5 Stockholders’
Deficit
On July
28, 2008, the Company issued 2,000,000 shares of common stock for $2,000,
($0.001/share), to its founders.
On July
29, 2008, the Company issued 30,000 shares of common stock, having a fair value
of $3,000 ($0.10/share), based upon the fair value of the legal services
provided. The fair value of the services provided reflect a more
readily determinable fair value than the shares issued in recent cash
transactions with third parties. At July 31, 2008, the Company
expensed this stock issuance as a component of general and administrative
expense.
During
August and September 2008, the Company issued 340,000 shares of common stock for
$34,000 ($0.10/share) to third party investors.
Note 6 Subsequent
Events
The
Company has evaluated for subsequent events between the balance sheet date of
October 31, 2009 and December 10, 2009, the date the financial statements were
issued.
9
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Plan of
Operation
Our
specific goal is to attract a client base that will have steady orders of
nutritional supplements throughout the year. We intend to accomplish this
through the following steps:
1.
|
We
plan on using our existing contacts in the nutritional supplement industry
to acquire new customers through word of mouth and advertising in various
industry publications. We expect this to take upwards of 2-3 months at an
expense of $10,000 to promote our company. We also plan to establish a
website that highlights our company’s products and services. We
believe that it will cost up to $2,000 initially to have our website fully
operational. We expect the website to be operational by the middle of
2010. We do not intend to hire employees at this point. Mark Gruberg and
Bernard Gruberg will handle all administrative
duties.
|
2.
|
During
the next year, we plan to attend industry trade shows as well as having a
booth in two major international shows. We recently attended the Natural
Products Expo Asia in Hong Kong in August 2009 and we expect to purchase a
booth at the Vitafoods International Trade Show in Geneva, Switzerland in
May 2010 and also attend the Natural Products Expo Asia in Hong Kong again
in August 2010. These two shows draw customers from all over Europe and
Asia and should allow us to reach our target market effectively. We plan
to spend $10,000 on each show to cover all expenses necessary to promote
our company, for a total cost of $20,000. These shows are expected to gain
our company up to ten (10) new clients with three (3) of them being major
buyers. This would increase sales by up to $500,000 through the
expectation that each new customer brings in $50,000 in
sales.
|
3.
|
We
plan on keeping fully up to date with product pricing from several
different nutritional product manufactures in the U.S. to allow us to give
our customers the best possible price. We also plan on keeping up to date
with import regulations throughout the world so that our customers will
never have a problem getting their goods. In regards to countries that
require registration of products before they may be imported, we will take
care of that for our customers and keep track of their filing status and
updates in a timely manner. This will separate us from
other nutritional supplement export companies in the U.S that do not
register products for customers or take several months to complete the
process. We will be able to complete this process in a quarter of the time
using our existing knowledge of international rules and
regulations.
|
After we
have achieved these goals and established a customer base, we will look into
expanding our offices and operations. It is possible that in the future we would
be able to purchase our own manufacturing facility to further increase profits,
but the there are currently no plans for this nor any estimate of
costs.
In
summary, we anticipate to start acquiring new customers by the second quarter of
2010. We estimate that we can begin generating revenue at that time. If we
cannot generate sufficient revenues to continue operations, we will suspend our
operations
Results of
Operation
For the
period from inception through October 31, 2009, we had no
revenue. Expenses for the period from July 22, 2008 (inception) to
October 31, 2009 totaled $77,613 resulting in a loss of $77,613.
Liquidity and Capital
Resources
As
of October 31, 2009 we had $5,063 in cash.
The
initial use of proceeds from our unregistered common share sales that occurred
between July 2008 and January 2009 was to be split between offering expenses,
professional fees, advertising/marketing, and working capital. We raised
approximately $34,000 from our intended maximum offering of $100,000 and
exercised our right to reassess and reassign our intended use of funds. We have
allocated almost all of our capital raised for legal and accounting/auditor
expenses related to the offering and the listing process.
We are
currently seeking funding for our plan of operations. We would like to raise a
minimum of $100,000 and a maximum of $500,000 in order to continue our marketing
plan and build a customer base. To achieve our goals, a large portion of the
funds raised will be invested in advertising, marketing, and travel expenses.
Our success is contingent upon having enough capital to build enough customers
to support the business. We expect to raise additional funds within the next 6-8
months. A private placement is the most likely scenario for the company to
achieve success in raising additional funds for its operations. There are no
discussions with any parties at this point in time for additional funding;
however, we will attempt to discuss our business plan with various brokers in
the US.
10
We
believe we can satisfy our cash requirements for the next twelve months with our
current cash and expected revenues. However, completion of our plan of
operations is subject to attaining adequate revenue. We cannot assure investors
that adequate revenues will be generated. In the absence of our projected
revenues, we may be unable to proceed with our plan of operations. Even without
adequate revenues within the next twelve months, we still anticipate being able
to continue with our present activities, but we may require financing to achieve
our profit, revenue, and growth goals.
We
anticipate that our operational, and general and administrative expenses
for the next 12 months will total approximately $100,000. The $100,000 will be
financed through the company’s cash on hand of $1,438 plus approximately
$250,000 in sales. We do not anticipate the purchase or sale of any
significant equipment. We also do not expect any significant additions to the
number of employees, unless financing is raised. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business
plan.
Critical Accounting
Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported. These estimates
can also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition.
We believe our use of estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.
All
share-based payments to employees will be recorded and expensed in the statement
of operations. Fair value of the
services provided reflect a more readily determinable fair value than the shares
issued in recent cash transactions with third parties.
Off-Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
11
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4. Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
Management’s Report on
Internal Controls over Financial Reporting
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. There has been no change in the Company’s
internal control over financial reporting during the quarter ended October
31, 2009 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
The
Company’s management, including the Company’s CEO and CFO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of October
31, 2009.
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.
12
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
Currently
we are not aware of any litigation pending or threatened by or against the
Company.
Item
1A. Risk Factors
None.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security
Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b) Reports
of Form 8-K
None.
13
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Bellmore
Corporation
|
||
Date:
December 11, 2009
|
By:
|
/s/
Mark Gruberg
|
Mark
Gruberg
|
||
President,
Chief Executive Officer
and
Chairman of the Board of
Directors
|
Bellmore
Corporation
|
||
Date:
December 11, 2009
|
By:
|
/s/
Bernard Gruberg
|
Bernard
Gruberg
|
||
Chief Financial
Officer, Vice President,
Principal
Accounting Officer
and
Director
|
14