Attached files

file filename
EX-32 - EX 32.1 SECTION 906 CERTIFICATIONS - EXTREME BIODIESEL, INC.bookmerge10qa123110ex321.htm
EX-31 - EX 31.2 SECTION 302 CERTIFICATIONS - EXTREME BIODIESEL, INC.bookmerge10qa123110ex312.htm
EX-31 - EX 31.1 SECTION 302 CERTIFICATIONS - EXTREME BIODIESEL, INC.bookmerge10qa123110ex311.htm




U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q/A


(Mark One)


 X .    

Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period ended Dec. 31, 2010


     .    

Transition Report under Section 13 or 15(d) of the Exchange Act


For the Transition Period from ________to __________


Commission File Number: 333-152837


BookMerge Technologies Inc.

(Exact Name of Registrant as Specified in its Charter)


NEVADA

36-4627722

(State of other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)


1560 N. Maple Street

 

Corona CA

92880

(Address of principal executive offices)

(Zip Code)


Registrant's Phone: (951) 734-5344


Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      . No  X .


As of Feb. 21, 2011, the issuer had 98,667,000 shares of common stock issued and outstanding.









 

TABLE OF CONTENTS

Page

 

PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

16

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

17

Item 4.

Controls and Procedures

18

 

PART II – OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

18

Item 1A.

Risk Factors

18

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18

Item 3.

Defaults Upon Senior Securities

18

Item 4.

Submission of Matters to a Vote of Security Holders

18

Item 5.

Other Information

18

Item 6.

Exhibits

19



2





ITEM 1 FINANCIAL STATEMENTS


EXTREME GREEN TECHNOLOGIES INC.

CONSOLIDATED BALANCE SHEET

as at December 31, 2010 (Unaudited) and June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

June 30,

 

 

 

 

2010

 

2010

 

 

 

 

(Unaudited)

 

(Restated)

 

 

 

 

(Restated)

 

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

$

22,549

$

8,686

 

Accounts Receivable

 

3,669

 

11,282

 

Inventory

 

26,287

 

62,437

 

 

Total Current Assets

 

52,505

 

82,405

 

 

 

 

 

 

 

Property plant and equipment,

 

 

 

 

 

net of accumulated depreciation

 

743,202

 

781,331

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

Notes Receivable

 

40,000

 

40,000

 

Deposits

 

18,036

 

18,036

 

 

Total Other Assets

 

58,036

 

18,036

 

TOTAL ASSETS

$

853,743

$

921,772

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued expenses

$

130,342

$

125,230

 

Credit Cards

 

6,710

 

46,495

 

Bank Line of Credit

 

82,047

 

49,965

 

Deferred Rent

 

6,968

 

9,221

 

Current portion, long term debt

 

6,000

 

6,000

 

 

Total Current Liabilities

 

232,067

 

236,911

 

 

 

 

 

 

 

Long Term Debt

 

 

 

 

 

Obligation under capital lease

 

631

 

9,291

 

 

 

 

 

 

 

Other Liabilities

 

 

 

 

 

Notes Payable

 

95,000

 

95,000

 

Deferred Investments

 

57,000

 

114,000

 

Shareholder Loans

 

52,000

 

52,000

 

 

Total Other Liabilities

 

204,000

 

261,000

 

 

Total Liabilities

 

436,698

 

507,202

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

Common Stock, $0.001 par value, authorized  200,000,000; issued and outstanding

 

 

 

 

 

 

80,090,500 as at June 30, 2010 96,640,500 as at December 31, 2010

 

96,641

 

80,091

 

Additional paid-in capital

 

1,740,486

 

1,536,209

 

Deficit

 

(1,388,608)

 

(1,185,359)

 

 

 

 

 

 

 

 

Equity attributable to common stockholders

 

448,519

 

430,941

 

 

Equity attributable to noncontrolling interest (Note 1)

 

(31,475)

 

(16,371)

 

 

Total Equity

 

417,044

 

414,570

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

853,742

$

921,772


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



3






EXTREME GREEN TECHNOLOGIES INC.

 CONSOLIDATED STATEMENT OF OPERATIONS

 For the six months and three months ended December 31, 2010 and 2009

 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

December 31,

 

December 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

Revenues

$

19,928

$

1,407

$

38,370

$

27,181

Cost of Sales, exclusive of depreciation expense

 

46,486

 

31,089

 

72,067

 

38,406

 

 

 

 

 

 

 

 

 

 

Selling, General and Administrative

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Advertising and Marketing

 

3,685

 

2,709

 

7,585

 

3,157

 

Occupancy Costs

 

7,505

 

25,765

 

21,765

 

38,674

 

Salaries and wages

 

43,448

 

6,707

 

74,676

 

14,707

 

Consulting

 

-

 

30,000

 

-

 

27,055

 

Legal and professional fees

 

9,867

 

954

 

17,538

 

2,305

 

Other selling, general and administrative expenses

 

39,246

 

112,974

 

72,109

 

161,851

 

 

 

103,751

 

179,109

 

193,673

 

247,749

Net Income before other income

 

 

 

 

 

 

 

 

 

and expenses

 

(130,309)

 

(208,791)

 

(227,370)

 

(258,974)

 

 

 

 

 

 

 

 

 

 

Other Income and expenses

 

 

 

 

 

 

 

 

 

Interest income

 

12,803

 

-

 

9,431

 

-

 

Interest expense

 

(322)

 

(2,579)

 

(414)

 

(5,954)

 

 

 

12,481

 

(2,579)

 

9,017

 

(5,954)

 

 

 

 

 

 

 

 

 

 

Net Loss

 

(117,828)

 

(211,370)

 

(218,353)

 

(264,928)

 

 

 

 

 

 

 

 

 

 

Net (Income) Loss attributable to noncontrolling interest (Note 1)

 

16,985

 

20,934

 

31,475

 

24,225

 

 

 

 

 

 

 

 

 

 

Net Loss attributable to

 

 

 

 

 

 

 

 

 

common stockholders

 

(100,843)

 

(190,436)

 

(186,878)

 

(240,703)

 

 

 

 

 

 

 

 

 

 

Basic and dilutive earnings per share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

82,848,858

 

79,390,500

 

79,740,500

 

76,760,250


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



4






EXTREME GREEN TECHNOLOGIES INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the period from February 28, 2008 to December 31, 2010

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Common Stock

 

Paid-in

 

Minority

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Interest

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 (Restated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances Feb. 28, 2008, (Incorporation)

-

$

-

$

-

 

-

$

-

$

-

Common stock issued: cash

70,000,000

 

70,000

 

(67,500)

 

-

 

-

 

2,500

Common stock for services

4,130,000

 

4,130

 

3,960

 

-

 

-

 

8,090

Net. Loss for the period

-

 

-

 

-

 

-

 

(55,100)

 

(55,100)

Balances, June 30, 2008

74,130,000

 

74,130

 

(63,540)

 

-

 

(55,100)

 

(44,510)

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued: cash

5,260,500

 

5,261

 

32,314

 

-

 

-

 

37,575

Net loss for the year

-

 

-

 

-

 

-

 

(26,506)

 

(26,506)

Balances, June 30, 2009

79,390,500

 

79,391

 

(31,226)

 

-

 

(81,606)

 

(33,441)

 

 

 

 

 

 

 

 

 

 

 

 

Common stock for services

700,000

 

700

 

4,300

 

-

 

-

 

5,000

Restatement of equity per reorganization

-

 

-

 

1,563,135

 

-

 

(931,506)

 

631,629

Net loss for the year

-

 

-

 

-

 

-

 

(188,618)

 

(188,618)

Balances, June 30, 2010

80,090,500

 

80,091

 

1,536,209

 

-

 

(1,201,730)

 

414,570

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued pursuant to plan of reorganization

16,550,150

 

16,550

 

(16,550)

 

-

 

-

 

-

Adjustments per reorganization

-

 

-

 

220,827

 

-

 

-

 

220,827

Net loss for the six months

-

 

-

 

-

 

(31,475)

 

(186,878)

 

(186,878)

 

 

 

 

 

 

 

 

 

 

 

 

Balances, Dec. 31, 2010

96,640,650

$

96,641

$

1,740,486

$

(31,475)

$

(1,388,608)

$

417,044


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



5






EXTREME GREEN TECHNOLOGIES INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended December 31, 2010 and 2009

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

 

(Restated)

 

(Restated)

 Cash Flows from Operating Activities

 

 

 

 

 

 Net Income after taxes

$

(218,353)

$

(179,030)

 

 Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 used by operations:

 

 

 

 

 

 

 

 Depreciation

 

50,130

 

49,150

 

 

 

 

 

 

 

 

 

  Change in operating assets and liabilities:  

 

 

 

 

 

 

 

 Accounts Receivable

 

7,613

 

35,237

 

 

 

 Accounts Payable and accrued expenses

 

5,113

 

(25,291)

 

 

 

 Current portion long term debt

 

 

 

6,000

 

 

 

 Credit Cards

 

(39,785)

 

36,930

 

 

 

 Inventory

 

36,150

 

(61,930)

 

 

 

 Deferred Rent

 

(2,253)

 

2,931

 

 

 

 Net Cash provided by Operating Activities

 

(161,385)

 

(136,003)

 

 

 

 

 

 

 

 

 Non Cash Investing and Financing Activities

 

 

 

 

 

   Non  cash issue of stock for debt

 

-

 

500,000

 

 Non cash reorganization adjustments

 

220,827

 

41,297

 

 

 Adjustments to reconcile net loss to net cash

 

-

 

-

 

 

 used by non cash investing and financing activities

 

220,827

 

541,297

 

 

 

 

 

 

 

 

 Cash Flows from Investing Activities

 

 

 

 

 

 Purchase of Property and Equipment

 

(12,001)

 

(552,766)

 

 Proceeds of note receivable

 

-

 

40,000

 

 Repayment/reclassification of capital lease

 

(8,660)

 

(2,280)

 

 Proceeds (amortization)  of deferred  investments

 

(57,000)

 

209,000

 

 

 Net Cash (used by) Investing Activities

 

(77,661)

 

(306,046)

 

 

 

 

 

 

 

 

 Cash Flows from Financing Activities

 

 

 

 

 

 Bank Line of Credit

 

32,082

 

(471,835)

 

 Proceeds of stockholder loans

 

-

 

52,000

 

 Sale of stock for cash

 

-

 

37,575

 

 

 

 Net Cash (used by) Financing Activities

 

32,082

 

(382,260)

 

 

 

 

 

 

 

 

 Net increase (decrease)  in cash

 

13,863

 

(283,012)

 Cash and cash equivalents, beginning of period

 

8,686

 

291,698

 

 

 

 

 

 

 

 

 Cash and cash equivalents, end of period

$

22,549

$

8,686

 

 

 

 

 

 

 

 

 Supplemental disclosure of cash flow information

 

 

 

 

 

 

 Income taxes paid

$

800

$

800

 

 

 Interest paid

$

-

$

-


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



6





Extreme Green Technologies Inc.

(F.K.A. Book Merge Technologies Inc.)

Notes to Financial Statements

(Unaudited)

For the six months ended

December 31, 2010


1.    

Organization and Nature of Operations


Presentation


On October 11, 2010 the Company, as Book Merge Technology, Inc, (BMT), entered into a plan of reorganization with Extreme Green Technologies Inc. (EGT).  A reverse merger was effected , wherein BMT, (the shell), was the surviving company and legal acquirer whereas EGT was the operating company.  Accordingly, operations of the entity for the six months ended December 31, 2011 are retroactively reported as those of EGT.  BMT has changed its name to Extreme Green Technologies, Inc.


Organization


The Company F.K.A. Book Merge Technology, Inc. (the legal acquirer) was incorporated February 28, 2008 In the State of Nevada as Big West Environmental, Inc.  The Company intended to enter into the sale and distribution of solar PV panels.  The Company has devoted substantially all its efforts to business planning and development since inception.  The Company has realized no revenue from it s planned business purpose. After evaluation of current opportunities, the Company entered into an agreement with EGT on October 11, 2010 to enter the bio fuel industry.  The Company changed its name to Extreme Green Technology Inc.


Extreme Green Technologies, Inc. (the operating company) was incorporated under the laws of the State of Nevada on December 23, 2003 for the purpose of developing, marketing and commercializing bio-diesel fuel, bio-diesel processors and related products.  In January 2008 the name was changed from Ryan Enterprises, Inc. to Extreme Green Technologies, Inc. (“EGT”).  The Company has the relevant licenses for bio diesel production in California and is “doing business as” Extreme Biodiesel”.


Current Business of the Company


On January 1, 2008 the operating company Extreme Green Technologies Inc. (EGT), a private California corporation,  purchased an existing business, Extreme Biodiesel, which had, since 2004, been manufacturing home biodiesel processors.  In February, 2008 EGT moved to an 11,400 square foot building at 1560 Maple Street, Corona, California to set up a licensed bio diesel refinery and factory for refining diesel oil and manufacturing bio diesel processors.  A spike in fuel prices in 2008 created a demand for EGT’s processors that propelled processor sales in that year to $885,825.  The refinery at the outset was able to produce 2,000 gallons per day and is being expanded.


On October 11, 2010 the Company entered into a Plan of Reorganization with Extreme Green Technologies, Inc. (EGT), whereby Book Merge was to acquire a minimum of 51% controlling interest in EGT. The plan was for all EGT stockholders to swap their stock for BookMerge stock on a 2 for 1 basis, (2 EGT for 1 BookMerge), giving BookMerge control.  EGT would be wound up and operations conducted under BookMerge.  BookMerge would assume the name Extreme Green Technologies.  The effect is a reverse merger, wherein BookMerge, (the shell), is the surviving company and legal acquirer whereas EGT, (the operating company), is the accounting acquirer.  Operations of the entity are reported as those of EGT.


On October 11, 2010 BookMerge had achieved a 51% interest in EGT, gaining control.  The reverse acquisition was effected on that date. The reorganization continued with stock swaps, but was not complete by December 31, 2010. As at December 31, 2010 BookMerge owned an 85.5853 percent controlling interest in EGT, and EGT was a subsidiary of BookMerge. BookMerge has changed its name to Extreme Green Technologies, Inc.



7






2.    

Summary of Significant Accounting Policies


Unaudited Interim Financial Statements


The accompanying unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities Exchange commission (the “SEC”) as applicable to smaller reporting companies, and generally accepted accounting principles for interim accounting reporting.   The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods.  Certain information  and footnote disclosures normally presented in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations.  These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10K..  The results of the six month period ended December 31, 2010 are not necessarily indicative of the results to be expected for the full year ending June 30, 2011.


Prior Period Adjustment


The Company reported as a Development Stage Company in 2008 and 2009.  The Company had purchased on ongoing business on January 1, 2008 and was effectively in the production stage from that date.  An error was therefore made in reporting as a Development Stage Company.  The Company erroneously reported Net Income (Loss) in the Development Stage as a separate element  of Net Income (Loss) and  Deficit in the Development Stage as a separate element of  Accumulated Deficit.  The financial statements  have been re-stated by a prior period adjustment to eliminate these  separate elements of net income (loss) and accumulated deficit.   There was no effect on total net income and net equity in 2009 and 2010.  On the statement of changes in stockholders’ equity the effect of the prior period adjustment is shown retroactively.

 

Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period.  Actual results could differ materially from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation.


Revenue Recognition


Revenue is recognized for diesel fuel sales at the plant per typical point-of-sale systems, i.e. when the customer takes delivery and payment is received.  The price of diesel fuel is updated daily. Revenue is recognized for mini refineries and services when the terms of the customer order, including price and method of payment, has been approved by both parties and delivery has been made or services rendered.


The Company has been an ongoing concern since January 1, 2008 and has ongoing sales since.  The  Company generated revenue amounted to $885,221 in calendar 2008, which dropped to  $71,100 in 2009, and $99,568 in 2010,  due to the economic downturn and drop in the price of oil.


Cash and equivalents


Cash and equivalents include investments with initial maturities of three months or less.


Fair Value of Financial Instruments


The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:



8






-

Level 1:  Quoted prices in active markets for identical assets or liabilities


-

Level 2:  Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;  quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.


-

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


The Company has classified its assets and liabilities into these levels depending upon the data relied upon to determine the fair values.  The following fair value hierarchy table represents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:


 

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

Significant

Other

Observable

Inputs

(Level 2)

 

Significant

Unobservable

Inputs

(Level 3)

 

Balance

as of

December 31,

2010

Assets

 

 

 

 

 

 

 

 

 

 Note Receivable

$

40,000

$

-

$

-

$

40,000

 

 Deposits

 

18,036

 

-

 

-

 

18,036

 

 

 

 

 

 

 

 

 

 

 

 

$

58,036

$

-

$

-

$

58,036

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank  Line of Credit

$

82,047

$

-

$

-

$

82,047

 

Notes Payable

 

-

 

95,000

 

-

 

95,000

 

Deferred Investments

 

-

 

107,000

 

-

 

107,000

 

Stockholder Loans

 

-

 

52,000

 

-

 

52,000

 

 

 

 

 

 

 

 

 

 

 

 

$

82,047

$

254,000

$

-

$

336,047


Income Taxes


The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.


The Company generated a deferred tax credit through net operating loss carryforward.  However, a valuation allowance of 100% has been established.  


Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.


Stock-based compensation


(FASB) ASC Topic 718, Stock Compensation (formerly FASB Statement 123R) requires generally that all equity awards granted to employees be accounted  for at grant-date “fair value”.  Fair value is equal to the underlying value of the stock for “full value” awards such as restricted stock and performance shares, and estimated using an option pricing model with traditional inputs for “appreciation” awards such as stock options and stock appreciation rights.  There are special provisions for nonpublic companies that are intended to ease compliance with accounting for stock compensation.



9






Recent Accounting Pronouncements


In January 2010, the FASB issued ASU No. 2010-01, amending SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. This Standard codified in ASC 105 is being modified to include the authoritative and non-authoritative levels of GAAP. This amendment is effective for financial statements issued for interim and annual periods ending after September 15, 2009. ASU No. 2010-01 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.


In January 2010, the FASB issued ASU No. 2010-08, “Technical Corrections to various Topics.” This Standard is being updated to eliminate outdated or inconsistent GAAP standards and to clarify the Boards original intent mainly with regards to derivatives and hedging. This is effective for the first reporting period (including interim periods) beginning after issuance. ASU No. 2010-08 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.


In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” related to ASC Topic 820-10.  This update requires new disclosures to; transfers in or out of Levels 1 and 2, activity in Level 3fair value measurements, Level of disaggregation, and disclosures about inputs and valuation techniques. This amendment will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. ASU No. 2010-06 has no impact on the Company’s results of operations, financial condition or cash flows.


In January, 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. The standard amends ASC Topic 820, Fair Value Measurements and Disclosures to require additional disclosures related to transfers between levels in the hierarchy of fair value measurement. The standard does not change how fair values are measured. The standard is effective for interim and annual reporting periods beginning after December 15, 2009. As a result, it is effective for the Company in the first quarter of fiscal year 2010. The Company does not believe that the adoption of ASU 2010-06 will have a material impact on its financial statements.


In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events (ASC Topic 855), Amendments to Certain Recognition and Disclosure Requirements.” This Standard update requires a SEC Filer to (1) evaluate subsequent events through the date that the financial statements are issued or available to be issued, (2) defines “SEC Filer” as an entity that is required to file or furnish its financial statements with either the SEC or, with respect to an entity subject to Section 12(i) of the Securities Exchange Act of 1934, as amended, the appropriate agency under that Section, (3) not be bound to disclosing the date through which subsequent events have been evaluated, (4) note the definition of public entity is not longer defined nor necessary for Topic 855, (5) note the scope of the reissuance disclosure requirements is refined to include revised financial statements only. These Updates are effective for interim or annual periods ending after June 15, 2010. ASU No. 2010-09 has no effect on the Company’s financial position, statement of operations, or cash flows at this time.   


Going Concern


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  There was limited sales activity during the 2010 fiscal year as compared to 2009 and 2008.  The company experienced a loss of ($188,878) after allowing for minority interest, in the six months ended December 31, 2010. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its plans to generate bio-diesel revenue from an expanded refinery.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.



10






Basic and Diluted Net Loss Per Share


Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented.  Basic net loss per share is based upon the weighted average number of common shares outstanding.  Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised.  Dilution is computed by applying the treasury stock method.  Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.


The Company has potentially dilutive securities outstanding as of December 31, 2010 in the form of convertible debt.  However the conversion would be anti dilutive, since the Company is in a loss position, and was therefore not considered in the calculation of earnings per share.


The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the six months ended December 31, 2010 and 2009, respectively.  


Numerator:

 

 

 

 

 

 

2010

 

2009

Basic and diluted net loss per share:

 

 

 

 

Net Loss attributable to common stockholders

$

(186,878)

$

(240,703)

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average number of shares outstanding

 

79,740,500

 

76,760,250

 

 

 

 

 

Basic and Diluted Net Loss Per Share

$

(0.00)

$

(0.00)

 

 

 

 

 

Notes Receivable,

 

December 31,

 

 

2010

 

2009

 

 

 

 

 

 

$

40,000

$

40,000


An advance of $40,000 on March 18, 2009 to Superior Service Recycling was made in a preliminary agreement to purchase Superior’s business.  This business provides EGT with used vegetable oil for bio-diesel production.  It is owned by Scott Brown, a stockholder and Technical Director of EGT. The Board of Directors has stated the intention of completing the transaction. The advance carries no interest or terms of repayment.


Property, Plant and Equipment

 

 

 

 

 

 

December 31,

 

 

2010

 

2009

 

 

 

 

 

Refinery

$

857,025

$

857,025

Leasehold Improvements

 

31,885

 

31,885

Vehicles

 

52,935

 

40,935

Furniture and fixtures

 

3,422

 

3,422

 

 

945,267

 

933,267

Accumulated depreciation

 

(202,065)

 

(151,936)

 

$

743,202

$

781,331

 

 

 

 

 

Depreciation (Included in Other General and Administrative Expenses on the Statement of Operations).

$

50,130

$

49,150




11






Property plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method with useful lives used in computing depreciation ranging from 6 to 10 years. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.  


Bank Line of Credit

 

 

 

 

 

 

December 31,

 

 

2010

 

2009

 

 

 

 

 

 

$

82,047

$

49,965


The line of credit is funded by Bank of the West, carries interest at 4.75% and is payable upon demand. The rate is variable based on Bank of the West prime rate.


Obligation Under Capital Lease


Term Loan

 

 

 

 

 

 

December 31,

 

 

2010

 

2009

 

 

 

 

 

 

$

631

$

625


On February 28, 2008 Wells Fargo Bank funded a three year lease for a forklift with bargain purchase clause, which was capitalized to $23,380.  Monthly payments of $631.39 are required.  The implicit interest rate is 12.88%.


The purchase option at the conclusion of the lease is $ 1.00.   Restrictions on the lease are:


o

Keep the equipment repaired and in good working order as required by the manufacturer’s warranty.

o

Pay for all supplies and repairs.

o

May not transfer, sell, sublease assign, pledge, relocate, move or encumber the equipment without lessor’s consent

o

Indemnify lessor against losses and injury

o

Maintain comprehensive public liability insurance and insurance against all risks of loss or damage

o

Pay sales, use and property taxes on the equipment.


Commitment for payments over the remaining life of the lease are as follows:


2011

$

631


Notes Payable


 

December 31,

 

2010

 

2009

 

 

 

 

$

95,000

$

65,000


On November 11, 2009 EGT entered into a stock purchase agreement with Envirotek Inc., a Nevada holding company, which holds stock of entities engaged in alternative fuel production such as bio-diesel. Under the agreement, Envirotek was to acquire 51% of EGT stock, and to loan EGT $250,000 in stages. In November 2009 Envirotek advanced EGT $65,000 and a further 30,000 from January 28 to March 3rd 2010 under promissory notes. The $65,000 note carries no interest, requires no payments and matures January 20, 2013. On April 26, 2010 The Board of Directors rescinded the agreement with Envirotek Inc. This effectively ended the business relationship between the two companies. Envirotek subsequently ceased operations. The advances were classified as a non current liability pending renewed communication with Envirotek.



12






Deferred Investments


 

December 31,

 

2010

 

2009

 

 

 

 

$

57,000

$

0


On February 25, 2010 the Company signed an investment agreement with two individuals Steve Hayden III and Steve Hayden IV, wherein they deposited $ 107,000 into the Company in return for 25% of Net Profit over 24 months beginning June 30, 2010.  Net Profit was defined as fuel sales less oil, delivery and processing costs, and taxes.  The minimum return, royalty, was specified as $200,000.  No royalty payments were payable currently under the agreement however the amount of the payable due at the maturity of the loan, $50,000, was accrued.


Stockholder Loans

 

 

 

 

 

 

2010

 

2009

Robert Neuberger

$

2,000

$

2,000

Joseph Spadafore

 

50,000

 

50,000

 

$

52,000

$

52,000


Stockholder loans carry no interest, have no terms of repayment, and are non callable.


Repayment is discretionary.  Both lenders are officers of the Company.


3.

Provision for Income Tax


No provision was made for federal income tax for the six months ended December 31, 2010 and 2009, since the Company had significant net operating loss. The provision for income taxes consists of the state minimum tax imposed on corporations.


The net operating loss carryforward for federal and state income tax purposes as of December 31, 2010 is approximately $ 1,500,000 The net operating losses will expire in 2027 through 2030 unless utilized beforehand.


The availability of the Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock.


The Company has recorded a 100% valuation allowance for the deferred tax asset since it is “more-likely- than-not” that the deferred tax assets will not be realized.


The components of the net deferred tax asset are summarized below:


 

 

December31,

 

 

2010

 

2009

Tax expense (credit) at statutory rate-federal

 

(34)%

 

(34)%

State tax expense net of federal tax

 

(6)%

 

(6)%

Changes in valuation allowance

 

(40)%

 

(40)%

Tax expense at actual rate

 

(-)%

 

(-)%


 

 

12/31/2010

 

12/31/2009

Deferred tax asset – net operating loss

$

600,000

$

405,000

Less valuation allowance

 

(600,000)

 

(405,000)

 

 

 

 

 

 Net deferred tax asset

$

0

$

0


4.

Accounting Errors


Accounting errors occurred on the December 31, 2009 and 2010 balance sheet and statement of cash flows, in that certain items were not classified correctly according to generally accepted accounting principles. The items were re-classified and the statements restated as follows:



13






1.

Balance Sheet:  Note Payable of $95,000 in 2010 was distributed from Deferred Investments to a separate line item to more accurately represent the nature of the notes payable.


2.

Statement  of Cash Flows:


a.

Purchase of Note Receivable of $40,000 in 2009 has been re-categorized from Cash Flows from Financing Activities to Cash Flows from Investing Activities.


b.

 Sale of stock for cash of $37,575 in 2009, have been re-categorized from Cash Flows from Investing Activities to Cash Flows from Financing Activities.


c.

Non cash issue of stock for debt of $500,000 in 2009 was re-categorized from Cash Flows from Financing Activities  to Non Cash Investing and Financing Activities.


d.

Non-cash reorganization adjustments of $220,827 in 2010 and $41,297 in 2009 was re-categorized from Cash Flows from Investing Activities to Non Cash Investing and Financing Activities.


The effect of the items on earnings and net equity is:


Effect on

Earnings and

Item

As Originally Reported

As Restated

Net Equity


Balance Sheet

Note Payable

Integral with Deferred

Note Payable

$95,000 (2010)

Investments $202,000

$95,000 (2010)

Nil


Statement of Cash Flows

a. Purchase of Note

Cash flows from

Cash slows from

Receivable

Financing Activities

Investing Activities

$40,000 (2009)

 $40,000 (2009)

$40,000 (2009)

Nil


b. Sale of stock for cash:

 Cash flows from

Cash flows from

Investing Activities

 Financing Activities

$37,575 (2009)

$37,575 (2009)

$37,575 (2009)

Nil


c. Issue of Stock

Cash flows from

Non Cash Investing

For Debt

Financing Activities

and Financing

$500,000 (2009)

$500,000 (2009)

Activities $500,000(2009)

Nil


d. Reorganization

Cash Flows from

Non Cash Investing

Adjustments

Investing Activities

and Financing Activities

$ 220,827 (2010)

$220,827 (2010)

$220,827 (2010)

Nil

$ 41,297 (2009)

$ 41,297 (2009)

$41,297 (2009)

Nil


Total effect on earnings and Net Equity, 2009, 2010

Nil


5.    

Capital Structure


The Company issued 16,550,000 common shares to the former stockholders of the original Extreme Green Technologies, Inc. during the six months ended December  31, 2010, pursuant to the Plan of Reorganization, per Note 1.


The Company is authorized to issue 200,000,000 common shares, of which 96,640,500 were issued and outstanding as at December 31, 2010



14






6.    

Commitments and Contingencies


The Company entered into a three year lease for an office and manufacturing building in Corona, California on February 15, 2008 at the rate of $8,050 per month.  Lease commitments over the life of the lease are:


2011  $ 12,075


7.   

Legal Proceedings


There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation or is involved either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors


8.    

Subsequent Events


Events subsequent to December 31, 2010 have been evaluated through May 26, 2010, the date these statements were available to be issued, to determine whether they should be disclosed to keepthe financial statements from being misleading.  


The Company completed the stock swap related to the reorganization agreement with BookMerge Technologies Inc. on March 31, 2011. Management found no other subsequent events to be disclosed.



15





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS


This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.


These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.


Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.


GENERAL DESCRIPTION OF BUSINESS


Extreme Green Technologies, Inc. operation is to develop, market and commercialize bulk bio-diesel fuel, home bio-diesel processors and increase capacity of the related waste vegetable oil and brown grease inceptor/grease trap cleaning and collection areas of EGT. EGT's mission is to create awareness and provide a cost-effective, high-quality alternative diesel fuel, create "green" jobs, reduce the environmental impact of fossil fuels and diminish US reliance on foreign oil.


With the closing of the acquisition BookMerge plans to secure sufficient capital to fund the operation of Extreme Biodiesel. Extreme Green Technologies, Inc. dba Extreme Biodiesel (EGT) was formed on October 19, 2007 as a Nevada corporation qualified to do business in California. EGT was formed to develop market and commercialize bulk bio-diesel fuel, personal biodiesel processors and related products.


EGT’s mission is to satisfy the biodiesel demand and eliminate US reliance on foreign oil, reduce the environmental impact of fossil fuels, avoid petroleum price volatility, create “green” jobs, reduce transportation costs for goods, and help create a self-sustaining fuel system in the USA.


EGT currently has an existing fully licensed and permitted bio-diesel production facility in Corona, CA capable of producing up to 4,000 gallons and is plant is expandable to 20,000 gallons per day of bio-diesel fuel from virgin and waste vegetable oil. EGT has completed IRS Fuel Tax registration requirements for fuel tax credits and rebates, obtained the difficult State of California Developmental Fuel Variance License, State of California Board of Equalization excise tax registration, State of California Department of Food and Agriculture Rendering and Transportation licenses along with city permitting and licensing for the large refinery and home processor sales. Final EPA RFS II registration for ASTM Certification is pending. The company currently employs five employees and two independent contractors.



16






MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.


The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.


RESULTS OF OPERATIONS


The Company has achieved no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of approximately $116,279 for the three months ended Dec. 31, 2010, compared with a net loss of $124,301 for the three months ended Dec. 31, 2009.


LIQUIDITY AND CAPITAL RESOURCES


Since its inception the Company has had limited operating capital, and has relied heavily on debt and equity financing.


The financial statements as of and for the period ended on Sept. 30, 2010 expressed their substantial doubt as to the Company's ability to continue as a going concern. Without additional capital, it is unlikely that the Company can continue as a going concern. The Company plans to raise operating capital via debt and equity offerings. However, there are no assurances that such offerings will be successful or sufficient to fund the operations of the Company. In the event the offerings are insufficient, the Company has not formulated a plan to continue as a going concern. Moreover, if such offerings are successful, they may result in substantial dilution to the existing shareholders.


CRITICAL ACCOUNTING POLICIES


In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is not exposed to market risk related to interest rates or foreign currencies.



17






CONTROLS AND PROCEDURES


ITEM 4.  CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.


As of December 31, 2010 we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and our chief financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this Quarterly Report due to certain deficiencies that existed in the design or operation of our internal controls over

financial reporting and that may be considered to be material weaknesses.


CHANGES IN INTERNAL CONTROLS.


There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.


PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


The Company is not a party to any legal proceedings.


ITEM 1A. RISK FACTORS


There are no material changes in the risk factors set forth in the Company’s Form 10K for the period ended June. 30, 2010.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


There were no sales of unregistered equity securities during the covered time period.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.


ITEM 5. OTHER INFORMATION


None.



18






ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


The following documents are included or incorporated by reference as exhibits to this report:


Exhibit Number


Description

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)   REPORTS ON FORM 8-K


None.



19





SIGNATURES


In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 12, 2011


 

BookMerge Technologies, Inc.

 

Registrant

 

 

 

 

 

By: /s/ Richard Carter           

 

      Richard Carter
      Chairman of the Board
      Chief Executive Officer




20