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EX-32.2 - EXHIBIT 32.2 - Panache Beverage, Inc.ex32_2.htm
EX-31.2 - EXHIBIT 31.2 - Panache Beverage, Inc.ex31_2.htm
EX-32.1 - EXHIBIT 32.1 - Panache Beverage, Inc.ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - Panache Beverage, Inc.ex31_1.htm
 


U.S. Securities and Exchange Commission
Washington, D.C. 20549
 

 
FORM 10-K
 

 
[X]
Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2009

[  ]
Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period from _______ to _______

Commission File Number: 000-52670
 

 
BMX DEVELOPMENT CORP.
 (Exact name of small business issuer as specified in its charter)
 

 
FLORIDA
20-2089854
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
 
 
19720 Jetton Road, 3rd Floor
Cornelius, North Carolina 28031
(Address of principal executive offices)

704-892-8733
(Issuer's telephone number)
 

 
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, Par Value $.001
 
Indicate by check mark if the registrant is a well-know seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [  ]                                No [x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [  ]                                No [x]

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 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.
Yes [x]                                No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 such shorter period that the registrant was required to submit and post such files).
Yes [  ]                                No [  ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 if Regulation S-K (229.405 of this Chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.
Yes [  ]                                No [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. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
¨
Non-accelerated filer 
¨ (Do not check if a smaller reporting company) 
Accelerated filer 
¨
Smaller reporting company 
þ
 
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the exchange act).
Yes [  ]                                No [X]

The Registrant’s revenues for its fiscal year ended December 31, 2009 were $7,604.

The aggregate market value of the voting stock on April 12, 2010 (consisting of Common Stock, $0.001 par value per share) held by non-affiliates was approximately $1,618,825 based upon the most recent sales price for such Common Stock on said date ($0.85). On April 12, 2010, there were 4,914,500 shares of our Common Stock issued and outstanding, of which approximately 1,904,500 shares were held by non-affiliates.

Number of shares of common stock outstanding as of April 12, 2010:     4,914,500

DOCUMENTS INCORPORATED BY REFERENCE

None

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
The discussion contained in this 10-K under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.


 
TABLE OF CONTENTS
 
PART I:      
       
Item 1.                  Business     3  
Item 1A.               Risk Factors     4  
Item 1B.               Unresolved Staff Comments     5  
Item 2.                  Properties     5  
Item 3.                  Legal Proceedings     5  
Item 4.                  Submission of Matters to a Vote of Security Holders     5  
         
PART II:        
         
Item 5.                  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     5  
Item 6.                  Selected Financial Data     6  
Item 7.                  Management’s Discussion and Analysis of Financial Condition and Results of Operations     6  
Item 7A.               Quantitative and Qualitative Disclosures About Market Risk     7  
Item 8.                  Financial Statements and Supplementary Data     7  
Item 9.                  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     18  
Item 9A.               Controls and Procedures     18  
Item 9A(T).          Controls and Procedures
    18  
Item 9B.               Other Information
    18  
         
PART III:
       
         
Item 10.                Directors, Executive Officers and Corporate Governance     19  
Item 11.                Executive Compensation     20  
Item 12.                Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     20  
Item 13.                Certain Relationships and Related Transactions, and Director Independence     20  
Item 14.                Principal Accounting Fees and Services     21  
         
PART IV:
       
         
Item 15.                Exhibits, Financial Statement Schedules     22  
         
SIGNATURES:        23  
   
 
2

 
ITEM 1. BUSINESS

Introduction

The Company (“we”, “our”,) was incorporated in Florida effective December 28, 2004 and provides motor cycle repair services to customers located in and around the Charlotte, North Carolina area.

We are established as a service provider to street and off-road motor cycle owners by providing quality repairs for them. We have been in existence for four years.

Prior to the merger with Johnson High Performance, Inc. in 2007, we were an inactive, dormant shell corporation. We had been dormant since December 2004 with operations consisting of only organizational activities. Management decided that the repair and servicing of motor cycles would be beneficial, thus we merged with a business in this field.

Description of Business

Our operations primarily involve street and off-road motorcycle servicing and repair, specializing in affordable brand name and after-market replacement products. Through our emphasis on budget pricing and high quality service, we have developed a market in the motorcycle service industry in the local Charlotte, North Carolina area and a fifty mile surrounding area. We currently operate one office and one service bay area that is maintained by a management team of two individuals. The present geographic area we operate in includes primarily the Mecklenburg County, and Iredell County areas of North Carolina. Our subsidiary’s phone number is (336) 992-0241. This is the number used by customers and for all other business related matters.

Marketing for our services is accomplished through print ads in newspapers as well as wholesale referrals. Additionally, we utilize a network of motor cycle owners and obtain business through networking with them.

The motorcycle repair service industry is highly competitive with respect to price, service, quality, and location. There are numerous competitors in the motorcycle repair servicing industry that possess substantially greater financial, marketing, personnel and other resources. There can be no assurance that we will be able to respond to various competitive factors affecting the business. We plan to gain a competitive advantage over our competitors in the motorcycle repair servicing industry by offering quality services at a low price.

We believe our quality and good customer service will differentiate our services from our competitors. For example, many of our listed prices currently match or are lower than the advertised prices of our major competitors. Also, we offer next day servicing on our repairs and our customer service professionals have an average of five years in the motorcycle industry which allows them to better serve our customers. However, since many of our competitors have greater brand loyalty and more capital resources than we do, there can be no assurance we will be successful in gaining that competitive advantage in our marketplace.

Our main markets are individual retail customers and wholesale buyers and no single customer makes up more than ten percent of our total revenues. We do not expect that this will change in the future.

We have two full-time employees. We also have two management consultants that are each independently contracted by us to service and provide financial consulting.

Our service line consists primarily of the following:
 
  
·  
Air Filters
·  
Air Shifters
·  
Carburetors
·  
Chains
·  
Cylinders
·  
Exhaust Systems
·  
Cylinders
·  
Exhaust Systems
·  
Fuel Valves
·  
Gaskets
·  
Ignitions
·  
Piston Kits
·  
Race Engine Valves
·  
RPM Limiters
·  
Throttle Assemblies
·  
Tires
·  
Transmission and Clutch Parts
·  
Valves
·  
Velocity Stacks
·  
Wheels
 
We do provide installation services for these products. At the present time there is no need for governmental approvals, though this may change in the future.
 
Servicing

Our tool inventory consists of products which we purchase from wholesalers. Of our 200 total square feet of facility, 100 square feet is dedicated to accounting, administration, billing, etc. We do provide installation and repair services from this facility.

Pricing

The price range of motor cycle replacement parts varies from market to market, affected by several factors including brand recognition, marketing strategies, quality, warranties, payment terms etc. A strategy primarily focused on being the lowest price typically results in more intense competition and lower profit margin. Therefore, on many of our services we offer multiple value choices in a good/better/best assortment, with appropriate price and quality differences from the “good” products to the “better” and “best” products. We believe that our overall prices compare favorably to those of our competitors.

Marketing

We believe that targeted advertising and marketing play important roles in succeeding in today’s environment. We will constantly work to understand our customers’ wants and needs so that we can build long-lasting, loyal relationships. We plan to utilize marketing and advertising primarily to advise customers about the overall importance of motor cycle maintenance, our great value and the availability of high quality service and parts. We are attempting to develop a targeted ‘loyalty program’ as a marketing method of driving new traffic to us. The basic idea of a ‘loyalty program’ is providing incentive discounts to the repeat customers. We will store up our customers' purchase records and set up guidelines to identify qualified customers. Such guidelines may include the total amount spent on repairs, or total visits for our services. For example, we may provide a 10% discount to customers whose total yearly spending exceeds $1,000. The loyalty program is still under development. We believe such incentives will appeal to our targeted customers including garages, service stations and other mechanics that repeatedly purchase use our services. To increase average sales dollars per transaction, we utilize creative promotional materials to increase the chance of up-selling and cross-selling opportunities.

Purchasing and Supply Chain

Replacement parts are selected and purchased from various vendors locally. We currently have several primary suppliers including Kustomwerks and Zippers. Neither of them are related parties. We typically assemble a list of replacement parts and products we need and phone or fax our orders into our suppliers on a daily basis. Most replacement parts and products are delivered to us the same day. We do not have any written distributors agreements with any of our suppliers. If we lost any of our suppliers, we believe we will be able to replace them with a comparable supplier without a material disruption to our business. However, we believe that we currently have good relationships with our suppliers.

Environmental Law Compliance

There are no current existing environmental concerns for our services. If this changes in the future, we make every effort to comply with all such applicable regulations.

Subsequent Event

On February 3, 2010, we entered into an agreement with Apollo Energy Systems, Inc. Pursuant to the agreement, we were appointed as an Apollo Distributor for the new Silver Volt II, Lead Cobalt Batteries and Alkaline Fuel Cells for the United States. We will attempt to sell the cars through distributors, dealers, and fleet owners. The cars will be provided to us via the assembler, Viridian Motor Corporation.

The term of the agreement is for one year, renewable from year to year.

We are in the developmental stage of this particular electric car and related battery business. We refer you to Apollo Energy Systems, Inc. web site located at www.apolloenergysystems.com for details of their products of which we will distribute the ones mentioned above.

3

 
ITEM 1A. RISK FACTORS

There are many factors that affect our business, operating results and financial conditions, many of which are beyond its control. The following is a description of the most significant factors that might cause the actual results of operations in future periods to differ materially from those currently expected or desired.

Our limited operating history makes evaluation of our business and prospects difficult.

We have received a report from our independent auditors on our financial statements for years ended December 31, 2009 and 2008. The footnote to our financial statements list factors that raise some doubt about our ability to continue as a going concern. 

Seasonal fluctuations in this business could adversely affect our revenues, could cause cut backs in our operations and may impede future growth.

The motor cycle repair and servicing industry is subject to seasonal fluctuations. Historically, the industry is known to have seasonal fluctuations. Therefore, we expect to experience periods where a lack of revenue may adversely effect our operations. For example, an extended period of lack of revenue may cause us to cut back on our operations which may impede any future growth.

We do not expect to pay dividends on our common stock.

It is unlikely any dividends will be paid on the Shares in the near future; and there are no legal requirements or promise made by us to declare or pay dividends, and even if profitable, we may elect to use the profits for the business in lieu of declaring any dividends.

Natural disasters, including earthquakes, fires and floods, could severely damage or interrupt our systems and operations and result in an adverse effect on our business, financial condition or results of operations.

Natural disasters such as fire, flood, earthquake, tornado, power loss, break-in or similar event could severely damage or interrupt our systems and operations and/or result in temporary or permanent loss of manufacturing capability. Great delays could be experienced; power outages and communication blackouts could occur that would effectively halt, indefinitely, operations or that would cripple us at this critical growth stage.

Management, though experienced in this field, is small and may not be able to handle fast growth in time to train additional managers. This could bring to bear undue strain on us that could derail growth.

We may not be able to service and repair motor cycles effectively if our management does not have adequate time and resources to conduct its activities. Moreover, as our sales grow, the strain on our management may increase.

Extreme market conditions of high inflation, low inflation, easy access to financing or a tightening of the money supply could hamper our effects on advertising, marketing and sales efforts.

The desire for our services is strongly influenced by the condition of the economy, access to credit and the condition of the financial markets.

We have substantial near-term capital needs; we may be unable to obtain the additional funding needed to enable us to operate profitably in the future.

We will require additional funding over the next twelve months to develop our business.  Presently, we have approximately $106,000 worth of liquid assets with which to pay our expenses.  Accordingly, we will seek outside sources of capital such as conventional bank financing; however, there can be no assurance that additional capital will be available on favorable terms to us. If adequate funds are not available, we may be required to curtail operations or to obtain funds by entering into collaboration agreements on unattractive terms.

In addition, we have no credit facility or other committed sources of capital sufficient to fund our business plan. We may be unable to establish credit arrangements on satisfactory terms. If capital resources are insufficient to meet our future capital requirements, we may have to raise funds to continue development of our operations. To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to our shareholders and/or increased debt service commitments. If adequate funds are not available, we may be unable to sufficiently develop our operations to become profitable.

If we lose the services of our President, our business may be impaired.

Our success is heavily dependent upon the continued and active participation of our President, Michael J. Bongiovanni. The loss of Mr. Bongiovanni’s services could have a severely detrimental effect upon the success and development of our business, inasmuch as he is the only officer with the experience to continue our operations.

Lack of an established nation-wide brand name could negatively impact our ability to effectively compete in the motor cycle repair market.

We do not have an established brand name or reputation to successfully sell our motor cycle repair services. We also have a relative lack of resources to conduct our business operations. Thus, we may have difficulty effectively competing with companies that have greater name recognition and resources than we do. Presently, we have no patents, copyrights, trademarks and/or service marks that would protect our brand name, nor do we have any current plans to file applications for such rights. Our inability to promote and/or protect our brand name may have an adverse effect on our ability to compete effectively in the motor cycle repair servicing industry.
 
We face intense competition, which puts us at a competitive disadvantage; if we are unable to overcome these competitive disadvantages we may never become profitable.

The market for motor cycle repairs is intensely competitive and dominated by a small number of large, well-established, and well-financed companies. Many of these competitors have longer operating histories and greater financial, technical, sales and marketing resources than we do. In addition, we also face competition from potential new entrants into the market. Management cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure will not result in price reductions, reduced operating margins and loss of market share, any one of which could seriously harm our business.

Lack of Public Market for Security

No public market exists for any of our securities and none is expected to develop as a result of this offering. The sale of the shares contemplated by this Memorandum are not being registered under the Securities Act of 1933, or under state securities laws, and the shares may not be resold or otherwise transferred unless they are subsequently registered or an exemption from applicable registration requirements is available. Consequently, investors may not be able to liquidate their investments.

Because our stock is considered a penny stock, any investment in our stock is considered to be a high-risk investment and is subject to restrictions on marketability.

Our shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, which are generally equity securities with a price of less than $5.00. Our shares will be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock. These rules impose restrictions on the marketability of the common stock and may affect its market value.

If demand for our services slows, then the development of our business may be restricted.

Demand for motor cycle repair services depends on our customers; therefore, we may be affected by many factors indirectly. In the short term, the demand for our services may depend upon:

·  
The number of miles motor cycles is driven annually, as higher motor cycle mileage increases the need for maintenance and repair. Mileage levels may be affected by gas prices and other factors.
·  
The number of motor cycles in current service that are seven years old and older, as these motor cycles are no longer under the original motor cycle manufacturers’ warranty and will need more maintenance and repair than younger motor cycles.
·  
The weather, as motor cycle maintenance may be deferred in periods of inclement weather.
 
For the long term, demand for our products may depend upon:

·  
The quality of the motor cycles manufactured by the original motor cycle manufacturers and the length of the warranty or maintenance offered on new motor cycles.
·  
Restrictions on access to diagnostic tools and repair information imposed by the original motor cycle manufacturers or by governmental regulation.
 
If we are unable to compete successfully against other businesses that offer the services that we offer, our sales and profits may decline.

The servicing of motor cycles is highly competitive based on many factors, including name recognition, product availability, customer service, store location and price. Competitors are opening locations within our area.

Competitors include national, regional and local motor cycle parts chains, independently owned motor cycle parts stores, jobbers, repair shops, car washes and motor cycle dealers, in addition to discount and mass merchandise stores, department stores, hardware stores, supermarkets, drugstores and home stores that sell aftermarket motor cycle parts and supplies, chemicals, accessories, tools and maintenance parts. Although we believe we compete effectively on the basis of the knowledge and expertise of our employees, merchandise quality, selection and availability, product warranty, and price; some competitors may have competitive advantages, such as greater financial and marketing resources, larger stores with more merchandise, longer operating histories, more frequent customer visits and more effective advertising. If we are unable to continue to develop successful competitive strategies, or if our competitors develop more effective strategies, our sales and profits may decline.

Rising fuel prices may reduce our profitability.

Rising fuel prices may decrease demand for the services that we offer, overall transaction count and our profitability. Fuel prices impact our commercial delivery, utility, and product costs.

There is limited liability of our management under our Articles of Incorporation and By-Laws and they are held harmless for certain actions under state law. Such provisions substantially limit shareholders' ability to hold officers and directors liable for breaches of fiduciary duty.

We have adopted provisions to our Articles of Incorporation and Bylaws which limit the liability of our Officers and Directors, and provide for indemnification by our Officers and Directors to the full extent permitted by Florida corporate law, which generally provides that our officers and directors shall have no personal liability to us or our stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit the shareholder's ability to hold officers and directors liable for breaches of fiduciary duty, and may require us to indemnify its officers and directors. This limits a shareholder's ability to hold officers and directors accountable in general, which renders their investment more risky.

We received a Going Concern opinion during our recent financial audit

We have received a report from our independent auditor on our financial statements for the years ended December 31, 2009 and 2008. The footnotes to our audited financial statements list factors which raise some doubt about our ability to continue as a going concern. These factors were related to recurring losses from operations since inception. In addition, we have yet to generate an internal cash flow from our business operations. Our plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate our working deficiency, and 2) implement a plan to generate further sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying consolidated audited financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
 
4

 
ITEM 1B. Unresolved Staff Comments 

None.
 
ITEM 2. PROPERTIES

We currently do not own any property. We rent 100 square feet of space under a three year operating lease agreement at $100 per month. The lease expires on December 31, 2010 and is therefore less than a one year minimum lease commitment remaining. We do not plan on acquiring any property in the immediate future.

We also have an oral, month-to-month lease with an individual related to our Vice President. The lease is gratuitous and consists of approximately 1,100 square feet of space including a bay area, shop and office. The financial statements herein include the imputed fair value of the space at $900 per month based upon comparables in the area.

ITEM 3. LEGAL PROCEEDINGS
 
As of the date of this report, we are not a party to any pending legal proceeding and are not aware of any threatened legal proceeding.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the Electronic Bulletin Board under the symbol, BMXD.OB. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following tables set forth the high and low sale prices for our common stock as reported on the Electronic Bulletin Board for the periods indicated.
 
2008 and 2009:                                                                                                High                                 Low

Quarter Ended 12/31/2008*                                                                           $1.80                         $1.01
Quarter Ended 3/31/2009                                                                                $2.05                         $1.01
Quarter Ended 6/30/2009                                                                                $1.70                         $1.01
Quarter Ended 9/30/2009                                                                                $1.20                         $1.05
Quarter Ended 12/31/2009                                                                              $1.20                         $1.05
Interim period Ending April 12, 2010                                                            $1.10                          $0.85

*Our stock commenced trading on December 8, 2008

Agreements to Register
 
Not applicable.

Holders
 
As of April 12, 2010 there were 52 holders of record of our common stock.

Shares Eligible for Future Sale.
 
In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated with our affiliates, who has beneficially owned his or her restricted shares for at least six months, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for one year may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

Dividends
 
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

Dividend Policy
 
All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained to develop our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act of 1934
 
Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse affects on the price of our securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
 
Voting Rights
 
Each share of common stock entitles the holder to one vote at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the holders of common stock holding, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Miscellaneous Rights and Provisions

Holders of common stock have no preemptive or other subscription rights, conversion rights, or redemption provisions. In the event of our dissolution, whether voluntary or involuntary, each share of common stock is entitled to share proportionally in any assets available for distribution to holders of our equity after satisfaction of all liabilities and payment of the applicable liquidation preference of any outstanding shares of preferred stock.

There is no provision in our charter or by-laws that would delay, defer, or prevent a change in our control.

Debt Securities
 
We have not issued any debt securities.

Dividend Rights

The common stock has no rights to dividends, except as the Board may decide in its discretion, out of funds legally available for dividends. We have never paid any dividends on our common stock, and have no plans to pay any dividends in the foreseeable future.
 
 
Common Stock Description

We are authorized to issue 200,000,000 shares of common stock, $.001 par value, of which 4,270,000 shares are currently issued and outstanding. The holders of shares of common stock have one vote per share. None of the  shares  have preemptive or  cumulative voting  rights,  have any rights of redemption or are liable for  assessments  or  further  calls. The holders of common stock are entitled to dividends, when and as declared by the Board of Directors from funds legally available, and upon liquidation of us to share pro rata in any distribution to shareholders.

Transfer Agent
 
Guardian Registrar & Transfer, Inc., 7951 S.W. 6thStreet, Suite 216, Plantation, Florida, 33324, is our transfer agent and registrar for our common stock.

Warrants

As part of the issuance of common shares in 2009 noted in footnote 3 above, we issued 18,500 stock warrants during the year 2009. No warrants were issued in 2008. These warrants expire in three years from issuance in the first quarter of 2009 and the exercise price is $2.00 per warrant. No warrants expired during 2008.

During the year ended December 31, 2009, we recorded an expense of $21,123, equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 5.0% risk-free interest, 0% dividend yield, 65% volatility, and a life of three years. The remaining life of the warrants as of December 31, 2009 is 2.25 years.

 
5

 
ITEM 6. SELECTED FINANCIAL DATA
 
If the registrant qualifies as a smaller reporting company as defined by Rule 229.10(f)(1), it is not required to provide the information required by this Item.
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements
 
Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis" and the Notes to Consolidated Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements, our expansion strategy, our ability to achieve operating efficiencies, our dependence on distributors, capacity, suppliers, industry pricing and industry trends, evolving industry standards, domestic and international regulatory matters, general economic and business conditions, the strength and financial resources of our competitors, our ability to find and retain skilled personnel, the political and economic climate in which we conduct operations and the risk factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the "Commission"). Additional factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: 1) our ability to successfully develop and deliver our product; 2) our ability to compete effectively with other companies in the same industry; 3) our ability to raise sufficient capital in order to effectuate our business plan; and 4) our ability to retain our key executives.

Critical Accounting Policies
 
Revenue recognition

We recognize revenue when repair services are completed, persuasive evidence of an arrangement exists, the fee is fixed or determinable and collectability is probable. We assess collectability based upon the clients’ financial condition and prior payment history, as well as our performance under the contract.

Property, Plant, and Equipment

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 
Depreciable life
   
Machinery
5 years
Equipment
5 years

Expenditure for maintenance and repairs is expensed as incurred.

Our Company
 
We were incorporated in the State of Florida in 2004. We provide motor cycle repair services to customers located in and around the Charlotte, North Carolina area. We are established as a service provider to street and off-road motor cycle owners by providing quality repairs for them. We have been in existence for about 4 years.
 
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

The following discussion should be read in conjunction with the audited financial statements included in this report and is qualified in its entirety by the foregoing.

Revenues (for the years ended December 31, 2009 and 2008).

Net revenues were $7,604 and $36,072 for the years ended December 31, 2009 and 2008, respectively. The sales revenues were due primarily to motorcycle repairs and maintenance. The decrease in year to date revenues was due to a worsening economy in which motor cycle owners did not buy as many motor cycles as the credit market made it difficult to obtain loans for such items.

Cost of Sales (for the years ended December 31, 2009 and 2008).

Cost of revenue primarily includes sales of purchased motor cycle parts inventory. During the year ended December 31, 2008, we had cost of revenues of $26,203, or approximately 72.6% of revenues, versus cost of revenues of $4,616, or approximately 70.7% of revenues. The cost of revenue as a percentage of revenue decreased due to an overall decrease in sales from the worsening efficiencies on account of the bad market place in 2008.
 
Expenses (for the years ended December 31, 2009 and 2008).

Operating expenses for the year ended December 31, 2008 were $46,048 compared to operating expenses of $55,204 for the year ended December 31, 2009. The increase in operating expenses was due to an increase in selling, general and administrative expenses and as follows in the next paragraph.

As part of the issuance of common shares in 2009 noted in footnote 3 above, we issued 18,500 stock warrants during the year 2009. No warrants were issued in 2008. These warrants expire in three years from issuance in the first quarter of 2009 and the exercise price is $2.00 per warrant. No warrants expired during 2008.

During the year ended December 31, 2009, we recorded an expense of $21,123, equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 5.0% risk-free interest, 0% dividend yield, 65% volatility, and a life of three years. The remaining life of the warrants as of December 31, 2009 is 2.25 years.

Income Taxes (for the years ended December 31, 2009 and 2008).

We had no provision for income taxes for the year ended December 31, 2009 and 2008, respectively, due to our net loss.

If we incur losses, we may have a deferred tax asset. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. We do not currently have any net deferred tax assets.
 
Income/Losses (for the years ended December 31, 2009 and 2008).

We had a net (loss) of $(54,527) and $(40,409) for the years ended December 31, 2009 and 2008, respectively. The net (loss) in these periods was due primarily to operational expenses, which were $55,204 and $46,048 for the years ended December 31, 2009 and 2008, respectively. It is also a function of revenues, cost of sales and other expenses as described in the upcoming paragraphs below.

Impact of Inflation.

We believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiencies.

Liquidity and Capital Resources (for the years ended December 31, 2009 and 2008).

Net cash flows used in operating activities were $15,804 for the year ended December 31, 2009 and net cash flows used in operating activities were $19,109 for the year ended December 31, 2008. This is primarily attributable to a net loss, which were $54,527 and $40,409 for the years ended December 31, 2009 and 2008, offset by depreciation expense of $6,500 in 2009 and $13,000 in 2008, fair value of rent provided in the amount of $10,800 in both periods, and increases in accounts payable in each of these two periods.
 
During the year ended December 31, 2009, we recorded an expense of $21,123, equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 5.0% risk-free interest, 0% dividend yield, 65% volatility, and a life of three years. The remaining life of the warrants as of December 31, 2009 is 2.25 years.

There were no cash flows from investing activities for the years ended December 31, 2009 and 2008.

Net cash flows provided by financing activities were $35,203 and $48,635 for the years ended December 31, 2009 and 2008, attributable to principal repayments on our note payable to the bank in the amounts of $1,797 and $1,365 in both periods, respectively. We also raised $37,000 and $50,000 in the years 2009 and 2008, respectively, from various accredited investors through the form of equity issuances.

Overall, we have funded all of our cash needs from inception through December 31, 2009 with proceeds from issuance of our common stock.

On December 31, 2008, we had cash of $106,473 on hand. We do not have or anticipate having within the next 12 months any cash flow or liquidity problems and we are not in default or in breach of our note or lease or other indebtedness or financing arrangement requiring us to make payments.

No significant amount of our trade payables has been unpaid within the stated trade term. We are not subject to any unsatisfied judgments, liens or settlement obligations.

Going concern

As shown in the accompanying consolidated financial statements, we have suffered recurring losses from operation to date. We have a retained deficiency of $198,686 as of December 31, 2009. These factors raise substantial doubt about our ability to continue as a going concern.

Due to business souring and cash at low levels, management has elected to search for acquisition candidates to enhance value to its shareholders.
 
6

 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS

Financial Summary Information
 
Because this is only a financial summary, it does not contain all the financial information that may be important to you. It should be read in conjunction with the consolidated financial statements and related notes presented in this section.

Audited Financial Summary Information for the Years Ended December 31, 2009 and 2008

Statements of Operations
 
For the year ended December 31, 2009
   
For the year ended December 31, 2008
 
             
Revenues
 
$
7,604
   
36,072
 
Cost of Sales
 
$
(4,616)
   
$
(26,203)
 
Gross profit 
 
$
2,988
   
$
9,869
 
Operating expenses
 
$
55,204
   
$
46,048
 
(Loss) from operations
 
$
(52,216
)
 
$
(36,179
)
Interest expense
 
$
(2,311)
   
$
(4,230)
 
Net (loss)
 
$
(54,527
)
 
$
(40,409
)
Net loss per common share
   
**
     
**
 

** Less than $.01
 
Balance Sheet
 
As of December 31, 2009
 
       
Cash
 
$
106,473
 
Total current assets 
 
$
106,473
 
Other assets
 
$
2,167
 
Total Assets
 
$
108,640
 
Current liabilities
 
$
10,669
 
Long term liabilities
 
$
2,590
 
Stockholders’ equity
 
$
95,381
 
Total liabilities and stockholders’ equity
 
$
108,640
 


7


CONTENTS
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM     9  
         
CONSOLIDATED BALANCE SHEET     10  
         
CONSOLIDATED STATEMENTS OF OPERATIONS     11  
         
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY     12  
         
CONSOLIDATED STATEMENTS OF CASH FLOWS
    13  
         
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     14  
         
 
8


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 


To the Board of Directors:
BMX Development Corp.

I have audited the consolidated balance sheet of BMX Development Corp. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the two years ended December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My 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, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
 
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of BMX Development Corp. as of December 31, 2009 and 2009, and the results of its consolidated operations and its cash flows for the two years ended December 31, 2009 in conformity with U.S. generally accepted accounting principles.
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses, has negative working capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 6. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

 
/s/ Traci J. Anderson, CPA
Traci J. Anderson, CPA

Huntersville, North Carolina

March 31, 2010
 
9

 
BMX DEVELOPMENT CORP.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND DECEMBER 31, 2008
             
             
   
 
   
 
 
ASSETS
 
12/31/2009
   
12/31/2008
 
   
 
   
 
 
CURRENT ASSETS:
           
Cash
  $ 106,473     $ 87,074  
TOTAL CURRENT ASSETS
    106,473       87,074  
                 
FIXED ASSETS:
               
Machinery and equipment
    65,000       65,000  
Accumulated depreciation
    (62,833 )     (56,333 )
TOTAL FIXED ASSETS
    2,167       8,667  
                 
TOTAL ASSETS
  $ 108,640     $ 95,741  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 4,275     $ 3,975  
Due to related party
    5,000       5,000  
Current portion of bank note payable
    1,394       1,394  
TOTAL CURRENT LIABILITIES
    10,669       10,369  
                 
LONG-TERM LIABILITIES
               
Bank note payable
    2,590       4,387  
TOTAL LONG-TERM LIABILITIES
    2,590       4,387  
                 
STOCKHOLDERS' EQUITY
               
Common stock ($.001 par value, 200,000,000 shares authorized; 4,914,500 and 4,896,000 shares issued and outstanding at December 31, 2009 and 2008, respectively)
    4,915       4,896  
Additional paid in capital
    289,152       220,248  
Retained deficit
    (198,686 )     (144,159 )
TOTAL STOCKHOLDERS' EQUITY
    95,381       80,985  
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 108,640     $ 95,741  
                 
                 
The accompanying notes are an integral part of these consolidated financial statements
                 
 
10

 
BMX DEVELOPMENT CORP.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
             
 
           
(Unaudited)
 
For the Years
 
   
Ended December 31,
 
   
2009
   
2008
 
REVENUES:
           
Sales
  $ 7,604     $ 36,072  
Cost of sales
    (4,616 )     (26,203 )
Gross profit
    2,988       9,869  
                 
EXPENSES:
               
Selling, general and administrative expenses
    55,204       46,048  
Total expenses
    55,204       46,048  
                 
Loss from operations
  $ (52,216 )   $ (36,179 )
                 
Interest expense
    (2,311 )     (4,230 )
                 
Loss before income taxes
    (54,527 )     (40,409 )
                 
Provision for income taxes
    -       -  
                 
NET LOSS
  $ (54,527 )   $ (40,409 )
                 
Basic and fully diluted net loss per common share:
  $ (0.01 )   $ (0.01 )
                 
Weighted average common shares outstanding
    4,905,250       6,246,000  
                 
** Less than $.01
               
                 
The accompanying notes are an integral part of these consolidated financial statements
 
11

 
BMX DEVELOPMENT CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
                         
                     
 
 
(Unaudited)
                   
 
 
         
Additional
   
 
 
   
Common Stock
   
Paid-in
   
Retained
 
   
Shares
   
Amount
   
Capital
   
Deficit
 
                         
Balances, January 1, 2008
    7,596,000     $ 7,596     $ 159,548     $ (103,750 )
                                 
Retirement of common shares by two officers and directors
    (2,800,000 )     (2,800 )     -       -  
                                 
Fair value of rent contributed by related party
    -       -       10,800       -  
                                 
Issuance of common stock to accredited investors
    100,000       100       49,900       -  
                                 
Net loss for the year ended December 31, 2008
    -       -       -       (40,409 )
                                 
Balances, December 31, 2008
    4,896,000     $ 4,896     $ 220,248     $ (144,159 )
                                 
Fair value of rent contributed by related party
    -       -       10,800       -  
                                 
Fair value of warrants issued to investors
    -       -       21,123       -  
                                 
Issuance of common shares to accredited investors
    18,500       19       36,981       -  
                                 
Net loss for the year ended December 31, 2009
    -       -       -       (54,527 )
                                 
Balances, December 31, 2009
    4,914,500     $ 4,915     $ 289,152     $ (198,686 )
                                 
                                 
The accompanying notes are an integral part of these consolidated financial statements
 
                                 
 
12

 
BMX DEVELOPMENT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
   
 
       
             
   
 
   
 
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net (loss)
  $ (54,527 )   $ (40,409 )
Adjustments to reconcile (net loss) to net cash
               
    (used in) operations:
               
Depreciation
    6,500       13,000  
Fair value of warrants issued to accredited investors
    21,123       -  
      Fair value of rent contributed by related party
    10,800       10,800  
Retirement of common shares by two officers and directors
    -       (2,800 )
Increase (decrease) in operating liabilities
               
Accounts payable
    300       300  
NET CASH (USED IN) OPERATING ACTIVITIES
    (15,804 )     (19,109 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Issuance of common shares to accredited investors
    37,000       50,000  
Principal repayments of bank note payable
    (1,797 )     (1,365 )
NET CASH PROVIDED BY FINANCING ACTIVITIES
    35,203       48,635  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    19,399       29,526  
                 
CASH AND CASH EQUIVALENTS,
               
BEGINNING OF THE YEAR
    87,074       57,548  
                 
END OF THE YEAR
  $ 106,473     $ 87,074  
                 
                 
The accompanying notes are an integral part of these consolidated financial statements
 
13

 
BMX DEVELOPMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009 and 2008

NOTE 1                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
Business Activity
 
BMX Development Corp., FKA Biometrix International Inc., (the “Company”) is a street and off-road motorcycle servicing and repair company located in the Charlotte, North Carolina area. The Company was certified as incorporated in the State of Florida officially on January 3, 2005 although the articles of incorporation were filed on December 28, 2004. Accordingly, under Florida Statutes 607.0203, the effective date for corporate existence was December 28, 2004, within five business days of the certification thereto.

On May 30, 2007, we filed an amendment to the Articles of Incorporation with the Secretary of State of Florida to change our corporate name to BMX Development Corp. (“BMX”)

On April 27, 2007, we acquired our sole wholly-owned subsidiary, Johnson High Performance, Inc. ("JHP"). After the acquisition, we changed our corporate name to BMX Development Corp. as mentioned above and began the business for motorcycle repairs.

On April 27, 2007, the Company (legal acquirer) executed a Plan of Exchange with JHP (accounting acquirer), the sole shareholder of JHP, pursuant to which BMX issued the new 200,000 common shares to Dean A. Stewart, sole shareholder of JHP, pursuant to Regulation D under the Securities Act of 1933, as amended, in exchange for all of the common shares of JHP. As a result, JHP became the wholly-owner subsidiary of the Company.

The above mentioned stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of the Company whereby JHP is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The accompanying consolidated financial statements are in substance those of JHP, with the assets and liabilities, and revenues and expenses, of BMX being included effective from the date of stock exchange transaction. BMX is deemed to be a continuation of the business of JHP. Accordingly, the accompanying consolidated financial statements include the following:

(1)  
The balance sheet consists of the net assets of the accounting acquirer at historical
cost and the net assets of the accounting acquiree at historical cost;

(2)  
the financial position, results of operations, and cash flows of the acquirer for all
periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.
 
Basis of Presentation
The consolidated financial statements include the accounts of BMX Development Corp. and its wholly owned subsidiaries under the accrual basis of accounting. All intercompany accounts and transactions have been eliminated.

Management’s Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
 
Deferred Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS No. 109), “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Fair Value of Financial Instruments
The Company’s financial instruments are cash and accounts payable. The recorded values of cash and payables approximate their fair values based on their short-term nature.

Cash and Cash Equivalents - For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition – Revenue is recognized when motorcycle repair services are completed provided collection from the motorcycle owner of the resulting receivable is probable.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the consolidated financial statements.

14

 
BMX DEVELOPMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009 and 2008

NOTE 1                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Loss Per Share - The Company reports loss per share in accordance with Statement of Financial Accounting Standard (SFAS) No.128. This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the loss per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. There were no adjustments required to consolidated net loss for the period presented in the computation of consolidated diluted earnings per share. There were no common stock equivalents necessary for the computation of diluted loss per share.
 

Long-Lived Assets - In accordance with SFAS No. 144, the Company reviews and evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, including those noted above, the Company compares the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period.

Property and Equipment - Property and equipment is stated at cost. Depreciation is provided by the straight-line method over the estimated economic life of the property and equipment remaining from three to seven years.

When assets are sold or retired, their costs and accumulated deprecation are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.

The Company recognizes an impairment loss on property and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.

Risk and Uncertainties - The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

Share-Based Payments - The Company accounts for share-based compensation using the fair value method of Financial Accounting Standard No. 123R. Common shares issued for services rendered by a third party (both employees and non-employees) are recorded at the fair value of the shares issued or services rendered, whichever is more readily determinable. The Company accounts for options and warrants under the same authoritative guidance using the Black-Scholes Option Pricing Model.
Advertising Costs - Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.

Recent Accounting Pronouncements - The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

FASB Accounting Standards Codification
(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s consolidated financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the fiscal year ended December 31, 2009.

As a result of the Company’s implementation of the Codification during the fiscal year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current annual consolidated financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events
(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the consolidated financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the consolidated financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s consolidated financial statements. The Company evaluated for subsequent events through the issuance

15

 
BMX DEVELOPMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009 and 2008

NOTE 1                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
date of the Company’s consolidated financial statements. No recognized or non-recognized subsequent events were noted.

Determination of the Useful Life of Intangible Assets
(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for consolidated financial

Recent Accounting Pronouncements (cont.) - statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s consolidated financial statements.

Noncontrolling Interests
(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities — Amended
(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.
NOTE 2                      INCOME TAXES
 
At December 31, 2009, the Company had federal and state net operating loss carry forwards of approximately $80,000 that expire in various years through the year 2023.

Due to operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2009 and 2008.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s deferred tax asset at December 31, 2009 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $32,000 less a valuation allowance in the amount of approximately $32,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $8,000 and $12,000 for the years ended December 31, 2009 and 2008, respectively.
 

The Company’s total deferred tax asset as of December 31, 2009 is as follows:
 

Net operating loss carry forwards                                                    $   32,000
Valuation allowance                                                                               (32,000)

Net deferred tax asset                                                                        $      --
                                                   ========
The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years ended December 31, 2009 and 2008 is as follows:

Income tax computed at the federal statutory rate                                 34%
Income tax computed at the state statutory rate                                           5%
Valuation allowance                                                                                     (39%)

Total deferred tax asset                                                                                   0%

NOTE 3                      CAPITAL STOCK
The Company is authorized to issue 200,000,000 common shares at $.001 par value per share.
 
The Company records the fair value of rent of its operational and headquarters provided by a related party in the amount of $900 per month as a charge to current period expense and a credit to additional paid in capital.

During the year ended December 31, 2008, the Company issued 100,000 common shares in exchange for $50,000 in cash collections, respectively, from the sale thereof pursuant to a private placement to accredited investors made under Regulation 504.

16


BMX DEVELOPMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009 and 2008

NOTE 3                      CAPITAL STOCK (CONTINUED)

During the year ended December 31, 2008, two of the Company’s officers and directors collectively retired 2,800,000 common shares back to the Company’s treasury.

During the year ended December 31, 2009, the Company issued 18,500 common shares in exchange for $37,000 in cash collections, respectively, from the sale thereof pursuant to a private placement to accredited investors made under Regulation 504.

NOTE 4                      WARRANTS
As part of the issuance of common shares in 2009 noted in footnote 3 above, the Company issued 18,500 stock warrants during the year 2009. No warrants were issued in 2008. These warrants expire in three years from issuance in the first quarter of 2009 and the exercise price is $2.00 per warrant. No warrants expired during 2008.

During the year ended December 31, 2009, the Company recorded an expense of $21,123, equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 5.0% risk-free interest, 0% dividend yield, 65% volatility, and a life of three years. The remaining life of the warrants as of December 31, 2009 is 2.25 years.

NOTE 5                      LOSS PER SHARE
Loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was the same for the years ended December 31, 2009 and 2008.

NOTE 6                      SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the years ended December 31, 2009 and 2008 are summarized as follows:
 
Cash paid during the period for interest and income taxes:
 
2009                                2008
Income Taxes                                                    $   --                                $  --
Interest                                                               $2,311                       $4,230

NOTE 7                      GOING CONCERN AND UNCERTAINTY

The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

Due to business souring and cash at low levels, management has elected to search for acquisition candidates to enhance value to its shareholders.
 
NOTE 8                      BANK NOTE PAYABLE

The Company has a term bank note payable to an unrelated banking institution bearing annual interest of 9.50% as of December of 2009, secured by equipment with a net book value of approximately $2,167 at December 31, 2009. The note was originally for $9,900 and consists of eighty-four monthly payments of principal and interest of $168 with principal maturity in December, 2011.

Principal maturities of the bank note payable as of December 31, 2009 for the next five years and thereafter are as follows:

2010                                           $       1,394
2011                                           $       2,590
Total                                           $       3,984
                                                    ========

NOTE 9                      LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS

The Company had a three year lease at $100 per month with a related party company that is partially owned by its President. The lease, which was extended for a one year period past its original expiration, currently expires on December 31, 2010. Therefore, no future minimum lease commitment exists beyond one year.

The Company also has an oral, month-to-month lease with an individual related to the Company’s Vice President. The lease is gratuitous and consists of approximately 1,100 square feet of space including a bay area, shop and office. The financial statements herein include the imputed fair value of the space at $900 per month based upon comparables in the area.

17

 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and its Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
 
As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.
 
The Certifying Officers have also concluded, based on their evaluation of our controls and procedures that as of December 31, 2009, our internal controls over financial reporting are effective and provide a reasonable assurance of achieving their objective.
 
The Certifying Officers have also concluded that there was no change in our internal controls over financial reporting identified in connection with the evaluation that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9A(T). CONTROLS AND PROCEDURES
 
(a) Conclusions regarding disclosure controls and procedures. Disclosure controls and procedures are the Company’s controls and other procedures that are designed 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 Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Exchange Act as of December 31, 2009, and, based on their evaluation, as of the end of such period, the our disclosure controls and procedures were effective as of the end of the period covered by the Annual Report,
 
(b) Management’s Report On Internal Control Over Financial Reporting. It is management’s responsibilities to establish and maintain adequate internal controls over the Company’s financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•           Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and
 
 
•           Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management of the issuer; and
 
 
•           Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.
  
As of the end of the period covered by the Annual Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting.
 
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
 
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, internal controls over financial reporting were effective as of the end of the period covered by the Report.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.
 
(c) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.
 
18

 
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
Directors and Executive Officers

Our Bylaws provide that we must have at least one director. Each director will serve until our next annual shareholder meeting, to be held sixty days after the close of the fiscal year, or until a successor is elected who accepts the position. Directors are elected for one-year terms. Our officers may be elected by our Board of Directors at any regular or special meeting of the Board of Directors.

Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

Name
 
Age
 
Position
Michael J. Bongiovanni
    48  
President and Director
Dean A. Stewart
    39  
Vice President and Director

The following list describes our executive officers. Officers are elected by and serve at the discretion of the Board of Directors.

Michael J. Bongiovanni has been our President & CEO and Chairman since our inception on December 28, 2004.
 
Michael J. Bongiovanni is a graduate of Florida Atlantic University with a Masters degree in Accounting. He has five years experience with a “Big 5” CPA firm, three years as a Chief Financial Officer for a publicly traded company and four years of local firm experience in an information technology position.

His diverse industry experience includes automobile dealerships, information technology, real estate and broker/dealers in securities. In addition to his accounting and auditing expertise, he provides services in the areas of financial and information technology advice. His vision is to provide the highest quality of services to the clients served. This means going beyond traditional compliance services and helping it run more efficiently and profitably. He takes pride in offering straightforward solutions and identifying opportunities.

Mike serves as an experienced business advisor and confidant, dedicated to understanding businesses and helping them succeed. With the mission in mind, he works with it in an integrated way to design value-added financial information, tax and information consulting services and consistently generates ideas, questions, challenges and solutions. Some of Mike’s experiences include public company consulting, developing business plans, cash flow projections, preparation of SEC Forms 10-K’s and 10-Q’s and other SEC reporting issues. Mike is a recent graduate of the SEC Institute.

Mike is a member of the American Institute of Certified Public Accountants, Florida Institute of Certified Public Accountants, North Carolina Association of Certified Public Accountants and the Charlotte Chamber of Commerce Venture Capital Committee. He serves on the board of numerous committees and was appointed by the mayor as trustee of a municipal trust fund.

Mike has published an article in the Anderson Norman Chamber of Commerce entitled “Roth IRA Conversions”.
 
Other Memberships and Activities:

.           Member Venture Capital Committee of the Charlotte Chamber of Commerce.
.           Member Metrolina Entrepreneurial Council.
.           Former Member North Carolina Automobile Dealers Association.
.
Former Trustee and money manager for multi-million dollar City of Lauderhill General Employees Pension Fund.
.           Former Member of Institute of Management Accountants where Vice Presidency was held in Education and Professional Development.
.            Barry University School of Business Alumni Association.
.           Member American Institute of Certified Public Accountants, Florida Institute of Certified Public Accountants and North Carolina Association of CPA’s.

Other Accomplishments:

.           Assisted Charlotte Chamber of Commerce in identifying and assessing capital markets effectiveness in the region and make improvements.
.           Co-founder of the Barry University School of Business Alumni Association in order to promote a communication and educational network with its business alumni and present students.
.           Graduate of the Dale Carnegie thirteen-week program, “Effective Speaking and Human Relations.”
.           Published article entitled “Blood, Sweat, But No Tears” in Debits and Credits, a Florida Atlantic University publication.
.           Presented speech entitled “Your First Year in Public Accounting,” to the Barry University Accounting Association.
.           Profiled in the December, 1987 issue of People in the Platform and the Press, published by Ernst & Young for the publication and speech.
.           Presented speech before the Greater Miami Chamber of Commerce on “Accounting for Oil Spill Cleanups and Related Reimbursements.”
.           Superior Achievement Award from Dade County Chapter of the Florida Institute of Certified Public Accountants.
.           Presented continuing professional education course before the Institute of Management Accountants on “Common Interest Realty Associations - Accounting and Auditing
Update”.

Dean A. Stewart has served as our Vice President and Director since May 2007. Mr. Stewart’s background is as follows:

Dean Stewart is a graduate of High Point University in High Point, North Carolina and is retired Naval Reserves. Dean has ten years of experience in merchandising and marketing. In recent years he has worked in sales and merchandising services for major corporations in the Carolinas and two Fortune 50 companies. His experience ranges from the food and beverage industry to mass market retail sales of agricultural products.

In addition to his work in the merchandising and marketing arenas, Dean operates our wholly-owned subsidiary Johnson High Performance. This is a name that has been recognized in the Harley Davidson performance business for 35 years. Dean saw the opportunity and the honor involved when he was approached by the initial founder, Danny Johnson to take over his shop in 2004. Today, the business continues to create one of kind motorcycles and to do unparalleled custom and repair work.

Other than these persons mentioned above, we have no significant employees, rather only subcontractors.
Promoters and Control Persons
 
These directors may be considered control persons of us within the meaning of the rules promulgated under the Securities Act of 1933, as amended, by virtue of his and her share ownership, his and her ability to influence our activities, and his positions as our officers and directors.

Family Relationships
 
None.
 
Legal Proceedings

No officer, director, or persons nominated for such positions and no promoter or significant employee of ours has been involved in legal proceedings that would be material to an evaluation of our management.

Audit Committee

We do not have a separately designated standing audit committee. Pursuant to Section 3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, and audits of our financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an "audit committee financial expert" serving on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission's definition of "audit committee financial expert" and concluded that we do not currently have a person that qualifies as such an expert. We have had minimal operations for the past two (2) years. Presently, there are only four (4) directors serving on our Board, and we are not in a position at this time to attract, retain and compensate additional directors in order to acquire a director who qualifies as an "audit committee financial expert", but we intend to retain an additional director who will qualify as such an expert, as soon as reasonably practicable. While neither of our current directors meets the qualifications of an "audit committee financial expert", each of our directors, by virtue of his past employment experience, has considerable knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight responsibilities. Accordingly, we believe that its current directors capably fulfill the duties and responsibilities of an audit committee in the absence of such an expert.

Code of Ethics

We have adopted a code of ethic (the "Code of Ethics") that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A draft of the Code of Ethics is in Exhibit 14.1 hereto. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:

•                      Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships
•                      Full, fair, accurate, timely and understandable disclosure in reports and
documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer
•                      Compliance with applicable governmental laws, rules and regulations
•                      The prompt internal reporting of violations of the code to an appropriate person or
persons identified in the code
•                      Accountability for adherence to the code

Section 16(a) Beneficial Ownership Reporting Compliance
 
Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and we are required to report, in this Form 10-K, any failure to comply therewith. We believe that all of these filing requirements were satisfied by our executive officers, directors and by the beneficial owners of more than 10% of our common stock. In making this statement, hawse have relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

19

 
ITEM 11. EXECUTIVE COMPENSATION

No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of BMX Development Corp. during the years 2009, 2008 or 2007. The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by Michael J. Bongiovanni, our President and Director and Dean A. Stewart, our Vice President and Director

SUMMARY COMPENSATION TABLE
 
         
Annual Compensation
                 
     
Awards
   
Payouts
 
Name and Principal Position
 
Year
   
Salary
($)
   
Bonus
($)
   
Other Annual Compensation
($)
   
Restricted Stock Award(s)
($)
   
Securities Underlying Options
SARs(#)
   
LTIP payouts
($)
 
All Other Compensation
($)
Michael J. Bongiovanni
President
   
2009
2008
2007
     
---
     
---
     
---
     
---
     
---
     
---
     
---
   
Dean A. Stewart
Vice President
   
2009
2008
2007
     
---
     
---
     
---
     
---
     
---
     
---
     
---
   
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS.

The following tables set forth the ownership, as of April 12, 2010, of our common stock (a) by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, and (b) by each of our directors, by all executive officers and our directors as a group. To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Security Ownership of Certain Beneficial Owners (1) (2)
 
Name and Address of Beneficial Owner
Amount and Nature of Ownership
Percentage of Class
Michael J. Bongiovanni
7951 S.W. 6th Street, Suite 216
Plantation, Florida 33324
2,960,000
Direct
60.23%
Robert C. Cottone
7951 S.W. 6th Street, Suite 216
Plantation, Florida 33324
960,000
Direct
19.53%
John Phelps
338 Midway Lake Road
Mooresville, NC 28115
300,000
Direct
6.10%

Security Ownership of Directors and Officers (1) (2)

Name and Address of Beneficial Owner
Amount and Nature of Ownership
Percentage of Class
Michael J. Bongiovanni
7951 S.W. 6th Street, Suite 216
Plantation, Florida 33324
2,960,000
Direct
60.23%
Dean A. Stewart
13512 Glenwyck Lane
Huntersville, North Carolina 28078
50,000
Direct
1.017%

Notes to the table:

(1)  
Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned.

(2)  
This table is based upon information obtained from our stock records. We believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

Changes in Control.

There are currently no arrangements, which would result in a change in our control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as disclosed below, none of our present directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.
 
We have a three year lease at $100 per month with a related party company that is partially owned by our President. The lease expires on December 31, 2010 and, therefore, no future minimum lease commitment exists beyond one year.

We also have an oral, month-to-month lease with an individual related to our Vice President. The lease is gratuitous and consists of approximately 1,100 square feet of space including a bay area, shop and office. The financial statements herein include the imputed fair value of the space at $900 per month based upon comparables in the area.

At December 31, 2009, we had a related party payable in the amount of $5,000 to GreenTree Financial Group, Inc. for advances made to us during the year. They are related to us through common ownership.

20

 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

2009:                      $3,500
2008:                      $3,500

Audit Related Fees

None.

Tax Fees

None.

All Other Fees

None.

The following table represents the aggregate fees billed for professional audit services rendered to the independent auditor, Traci J. Anderson, CPA ("Anderson") for our audit of the annual financial statements for the years ended December 31, 2009 and 2008. Audit fees and other fees of auditors are listed as follows:
 
Year Ended December 31
 
2009
     
2008
   
   
Anderson
     
Anderson
   
                 
Audit Fees (1)
 
$
3,500
 
(2)
 
$
3,500
 
(2)
Audit-Related Fees (3)
   
--
       
--
   
Tax Fees (4)
   
--
       
--
   
All Other Fees (5)
   
--
       
--
   
Total Accounting Fees and Services
 
$
3,500
     
$
3,500
   
 
 
(1)
Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our filings on Forms 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
 
(2)
The amounts shown for Anderson relate to services in connection with consents and assistance with and review of documents filed with the Securities and Exchange Commission.

 
(3)
Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.
 
(4)
Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

 
(5)
All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-Approval Policy for Audit and Non-Audit Services

We do not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre-approval of all audit and non-audit services before we engage an accountant. All of the services rendered by Traci J. Anderson, CPA were pre-approved by our Board of Directors.

We are presently working with its legal counsel to establish formal pre-approval policies and procedures for future engagements of our accountants. The new policies and procedures will be detailed as to the particular service, will require that the Board or an audit committee thereof be informed of each service, and will prohibit the delegation of pre-approval responsibilities to management. It is currently anticipated that our new policy will provide (i) for an annual pre-approval, by the Board or audit committee, of all audit, audit-related and non-audit services proposed to be rendered by the independent auditor for the fiscal year, as specifically described in the auditor's engagement letter, and (ii) that additional engagements of the auditor, which were not approved in the annual pre-approval process, and engagements that are anticipated to exceed previously approved thresholds, will be presented on a case-by-case basis, by the President or Controller, for pre-approval by the Board or audit committee, before management engages the auditors for any such purposes. The new policy and procedures may authorize the Board or audit committee to delegate, to one or more of its members, the authority to pre-approve certain permitted services, provided that the estimated fee for any such service does not exceed a specified dollar amount (to be determined). All pre-approvals shall be contingent on a finding, by the Board, audit committee, or delegate, as the case may be, that the provision of the proposed services is compatible with the maintenance of the auditor's independence in the conduct of its auditing functions. In no event shall any non-audit related service be approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.

(a) On December 31, 2009, our Chief Executive Officer and Chief Financial Officer made an evaluation of our disclosure controls and procedures. In our opinion, the disclosure controls and procedures are adequate because the systems of controls and procedures are designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows for the respective periods being presented. Moreover, the evaluation did not reveal any significant deficiencies or material weaknesses in our disclosure controls and procedures.

(b) There have been no significant changes in our internal controls or in other factors that could significantly affect these controls since the last evaluation.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  
Financial Statements

1. The following financial statements of BMX Development Corp. are included in Part II, Item 8:

Report of Independent Registered Public Accounting Firm Balance Sheet at December 31, 2009
Statements of Operations - for the years ended December 31, 2009 and 2008
Statements of Cash Flows - for the years ended December 31, 2009 and 2008
Statements of Stockholders’ Equity - for the years ended December 31, 2009 and 2008
Notes to Financial Statements

2. Exhibits
 

(b)  
Reports on Form 8-K
 
On February 8, 2010, we filed a Current Report on Form 8-K announcing that on February 3, 2010, BMXD entered into an Agreement by and among the Registrant and Apollo Energy Systems, Inc. Pursuant to the Agreement, BMXD was appointed as an Apollo Distributor for the new Silver Volt II, Lead Cobalt Batteries and Alkaline Fuel Cells for the United States. BMXD will attempt to sell the cars through distributors, dealers, and fleet owners. The cars will be provided to BMXD via the assembler, Viridian Motor Corporation.

On February 12, 2010, we filed a Current Report on Form 8-K announcing the appointment of Mr. Robert Aronsson to the Advisory Board of Directors which is a newly created subcommittee for the Electric Car Product Line Division.

22


SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned majority of the Board of Directors, thereunto duly authorized.
 
     
   
BMX DEVELOPMENT CORP.
   
Date: April 12, 2010
 
 /s/ Michael J. Bongiovanni
   
Michael J. Bongiovanni
   
President, Chief Executive Officer and Director
   
 
   
Date: April 12, 2010
 
/s/ Dean A. Stewart
   
Dean A. Stewart
   
Chief Financial Officer and Director