Dewmar International BMC, Inc. - FORM 10-Q/A

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Dewmar International BMC, Inc.	ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Dewmar International BMC, Inc.	ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - Dewmar International BMC, Inc.	ex31-2.htm
EXCEL - IDEA: XBRL DOCUMENT - Dewmar International BMC, Inc.	Financial_Report.xls

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended: June 30, 2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Commission File No. 001-32032

Convenientcast Inc.
(Name of Registrant in its Charter)

NEVADA		83-0375241
--------------------		--------------------
(State or other jurisdiction of		(I.R.S. Employer I.D. No.)
incorporation or organization)

1174 Manitou Dr., PO Box 363
Fox Island, WA 98333
----------------------------------------
(Address of principal executive offices)

(253) 973-7135
--------------------
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, of changed since last report)

Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

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 for such shorter period that the registrant was required to submit and post such files).

x Yes oNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes x No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of August 11, 2011 the registrant had 17,555,000 issued and outstanding shares of common stock.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Quarterly Report of Convenientcast, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T and to furnish Exhibit 21.01 to the Form 10-Q. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Convenientcast, Inc.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	PAGE
Item 1. Financial Statements (unaudited):	2
Balance Sheets	4
Statements of Operations	5
Statements of Cash Flows	6
Notes to Financial Statements (unaudited)
Item 2. Management’s Plan of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4T. Controls and Procedures	16

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 1A. Risk Factors
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	17
Item 3. Defaults upon Senior Securities	17
Item 4. Removed and Reserved	17
Item 5. Other Information	17
Item 6. Exhibits	17
Signatures	18

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The Financial Statements of the Company required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence on the following page, together with related Notes. In the opinion of management, these Financial Statements fairly present the financial condition of the Company, but should be read in conjunction with the Financial Statements of the Company for the year ended December 31, 2010 previously filed in a Form 10-K with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the six months ended June 30, 2011 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2011.

Convenientcast, Inc

(A Development Stage Company)

Unaudited Financial Statements

For the six months ended June 30, 2011 and 2010, and

the Period of August 15, 2003 (inception) through June 30, 2011

Convenientcast, Inc

(A Development Stage Company)

Balance Sheets

	June 30,			December 31,
	2011			2010
	(unaudited)
ASSETS

Current assets
Cash	$	146		$	10,491
Prepaid expense (Note 3)		-			18,000
Prepaid expense – related party (Note 2)		400			400
Deposits – related party (Note 2)		800			800
Total current assets		1,346			29,691

Fixed assets (Note 6)
Office and computer equipment		5,608			5,608
Less accumulated depreciation		(5,484	)		(5,333	)
Total fixed assets		124			275

Mineral Leases		4,181			-


Total assets	$	5,651		$	29,966

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	42,521		$	7,867
Accrued expenses – related party (Note 2)		15,600			6,200
Accrued interest, convertible notes payable – related party (Note 2)		1,384			351
Notes payable – related party (Note 2)		30,000			10,000
Convertible notes payable – related party (Note 2)		34,500			35,500

Total current liabilities		124,005			59,918

Stockholders' deficit (Note 3)
Common stock; $0.001 par value: 75,000,000 shares authorized;
17,555,000 and 17,095,000 shares issued and outstanding,
June 30, 2011 and December 31, 2010, respectively		17,555			17,095
Additional paid-in capital		540,460			521,420
Deficit accumulated during development stage		(676,369	)		(568,467	)

Total stockholders' deficit		(118,354	)		(29,952	)

Total liabilities and stockholders' deficit	$	5,651		$	29,966

See Accompanying Notes to Unaudited Financial Statements

Convenientcast, Inc.

(A Development Stage Company)

Statements of Operations

(unaudited)


													Cumulative
	For the Three Months						For the Six Months						from Inception,
	Ended June 30,						Ended June 30,						August 15, 2003
	2011			2010			2011			2010			to June 30, 2011

Income
Revenues	$	-		$	-		$	-		$	-		$	-
		-			-			-			-			-

Expenses
Organizational costs		-			-			-			-			490
Professional fees		8,522			1,794			10,816			4,621			97,629
Management fees – related party		9,000			-			18,000			-			181,500
Other general and administrative		37,389			5,150			79,587			8,936			124,865
Total operating expenses		54,911			6,944			108,403			13,557			404,484

Other Income (Expenses)
Impairment of available-for-sale investment		-			-			-			-			(275,000	)
Gain on sale of mineral claims		-			-			-			-			5,000
Interest expense		(350	)					(500	)					(1,885	)
Total other income (expenses)		(350	)		-			(500	)		-			(271,885	)

Net loss accumulated during development stage		(54,561	)		(6,944	)		(107,903	)		(13,557	)	$	(676,369	)

Net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average outstanding shares		17,198,956			16,735,000			17,194,227			16,735,000

See Accompanying Notes to Unaudited Financial Statements

Convenientcast, Inc

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

							Cumulative from
							Inception,
							August 15, 2003
	Six months Ended						to
	June 30,						June 30,
	2011			2010			2011

Cash flows from operating activities
Net loss and accumulated deficit	$	(107,903	)	$	(13,557	)	$	(676,369	)
Adjustments to reconcile net loss to net cash
provided used in operations:
Depreciation		151			1,105			5,484
Stock issued for services		18,000			-			81,000
Impairment of available-for-sale investment		-			-			275,000
Gain on sale of mineral claims		-			-			(5,000	)
Interest imputed on notes payable – related parties		500			-			1,025
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		18,000			-			-
Decrease (increase) in prepaid expenses – related party		-			2,075			(400	)
Decrease (increase) in deposits – related party		-			-			(800	)
Increase (decrease) in accounts payable		34,655			(2,374	)		42,521
Increase in accrued expenses – related party		9,400			-			93,600
Increase in accrued interest, convertible notes payable – related party		1,033			-			1,384
Total cash flows used in operating activities		(26,164	)		(12,751	)		(182,555	)

Cash flows from investing activities
Purchase of mineral property interest		(4,181	)		-			(14,181	)
Proceeds from sale of mining claim		-			-			15,000
Purchase of available-for-sale investment		-			-			(275,000	)
Purchase of fixed assets		-			-			(5,608	)
Net cash flows provided by (used in) investing activities		(4,181	)		-			(279,789	)

Cash flows from financing activities
Proceeds from sale of stock, net of offering costs		-			-			396,990
Proceeds from notes payable – related party		20,000			13,700			38,500
Proceeds from convertible notes payable – related party		-			-			35,500
Payment on notes payable – related party		-			-			(8,500	)
Net cash flows provided by financing activities		20,000			13,700			462,490

Net change in cash		(10,345	)		949			146
Beginning cash balance		10,491			57			-
Ending cash balance	$	146		$	1,006		$	146

Supplementary Disclosure Of Cash Flow Information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Schedule of Non-Cash Investing and Financing Activities:
Issuance of common stock on conversion of convertible note	$	1,000		$	-		$	1,000

See Accompanying Notes to Unaudited Financial Statements

Convenientcast, Inc

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the six months ended June 30, 2011 and 2010 and the

Period from August 15, 2003 (inception) through June 30, 2011

1.	Organization and Summary of Significant Accounting Policies

This summary of significant accounting policies of Convenientcast, Inc., a development stage company (the Company), is presented to assist in understanding the Company's financial statements. These accounting policies conform to U.S. generally accepted accounting principles and have been consistently applied in the preparation of the accompanying financial statements. The Company has not realized revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in accordance with ASC 915, “Development Stage Entities.”

Business Activity

Convenientcast, Inc. is a Nevada corporation located in Las Vegas, Nevada. The Company was originally organized on August 15, 2003 as Wannigan Ventures, Inc. to function as a holding company for making business acquisitions in various industries and providing business development services for those entities. The Company changed its name to PC 9-1-1, Inc. on December 28, 2007 to better reflect the direction of the Company at that time. On April 25, 2008, the Company changed its name to iAudioCampus.com (iAudio) as part of a proposed business combination in which the Company was to acquire 100% ownership of iAudioCampus.com, a California company (see Note 5). The Company did not complete the acquisition. On August 11, 2008, the Company entered into an agreement to acquire a mineral property for $10,000 and changed its name to Lone Mountain Mines, Inc. in light of its new business direction. On June 9, 2009, the Company sold its interest in the Big Andy Mine for $15,000. On August 20, 2009, Lone Mountain Mines, Inc. filed Articles of Merger with the Nevada Secretary of State to merge with its wholly-owned subsidiary, Convenientcast, Inc. The only changes to the corporate structure and Articles of Incorporation of the Company due to the merger are that it no longer owns Convenientcast, Inc. and that it has amended its Articles of Incorporation to change its name to Convenientcast, Inc.

The Company received approval from FINRA for the name change effective as of the opening of businesses on September 21, 2009 and trades under the symbol “CVCT” on the OTC Bulletin Board. The Company has elected a fiscal year end of December 31.

On May 11, 2011 the Company purchased three Potash leases, for cash, in Burke County North Dakota totaling 163.92 acres.

Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 718 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from August 15, 2003 (date of inception) through June 30, 2011 of $676,369 will begin to expire in 2023. Accordingly, deferred tax assets of approximately $237,000 were offset by the valuation allowance, which increased by approximately $37,800 and $4,700 during the six months ended June 30, 2011 and 2010, respectively.

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1, on December 31, 2004. As a result of the implementation of ASC 740-10-65-1, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at June 30, 2011 or December 31, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at June 30, 2011 or December 31, 2010. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended development stage activities.

Convenientcast, Inc

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six Months Ended June 30, 2011 and 2010, and the

Period from August 15, 2003 (inception) through June 30, 2011

1.	Organization and Summary of Significant Accounting Policies (Cont’d)

Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates. Actual amounts may differ from those reported.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had $146 and $10,491 in cash and cash equivalents at June 30, 2011 and December 31, 2010, respectively.

Fixed Assets

The Company’s fixed assets consist of office and computer equipment, which are valued at cost and depreciated using the double-declining method over a period of three years.

Earnings (Loss) Per Share

Earnings (loss) per share (EPS) are computed based on the weighted average number of shares outstanding during the audit period. The Company’s convertible debt (Note 2) is potentially dilutive, but does not impact the computation of fully diluted EPS because the effect would be antidilutive due to the Company’s cumulative losses. Accordingly, basic earnings per share and fully diluted earnings per share are the same.

Recently Issued Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-07, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

2.	Related Party Transactions

Convertible Notes Payable

On November 17, 2003, the Company entered into a $500 non-interest bearing note payable with its then only stockholder, repayment of which was originally due January 1, 2005 but has been extended by the stockholder to January 1, 2012. The stockholder retains the option to convert this loan to 500,000 shares at $.001 per share. Because of the negligible benefit of converting the debt to shares at the conversion price of $.001 (which management determined on November 17, 2003 approximated the actual fair value of the Company’s shares), no beneficial conversion feature has been recorded. No principal payments have been made on the note, and interest has not been imputed due to the insignificant impact on the financial statements. The funds were used to pay audit fees and maintain a Company bank account.

Convenientcast, Inc

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six Months Ended June 30, 2011 and 2010, and the

Period from August 15, 2003 (inception) through June 30, 2011

2.	Related Party Transactions (continued)

Convertible Notes Payable (continued)

On October 31, 2010, the Company issued a promissory convertible note in the amount of $35,000 to a minority stockholder. The note is due on demand and accrues interest at 6% per annum, resulting in $1,384 in accrued interest as of June 30, 2011 and $1,033 in interest expense for the six months then ended. The note carries an option to convert the debt into common shares of the Company for a settlement price per share equal to the average bid price quoted of the Company’s common shares currently listed on the OTC Bulletin Board for a period of 5 days prior to the date of the conversion. No bifurcation of the embedded conversion option as a derivative liability is necessary, as the economic characteristics and risks of the conversion option are clearly and closely related to those of the promissory note itself. In addition, as the fair market value of the Company’s common stock on the note’s issuance date approximated $0, there is no beneficial conversion feature. On January 5, 2011, the stockholder converted $1,000 of debt for 100,000 common shares (Note 3), resulting in a $34,000 balance at June 30, 2011.

Notes Payable

On August 15, 2009, an affiliate advanced $5,000 to the Company. The loan bears no interest and has no specific terms of repayment. Interest expense of $150 has been imputed at 6% for the six months ended June 30, 2011, with the offset recorded in additional paid-in capital.

On March 10, 2010 and June 18, 2010, a stockholder advanced $3,500 and $5,000, respectively, to the Company. The loans carried no interest or specific terms of repayment, and were repaid in full on October 25, 2010.

On March 23, 2010, March 25, 2011, and May 9, 2011 a minority stockholder advanced $5,000 and $5,000, respectively to the Company. The loans bear no interest and have no specific terms of repayment. Interest expense of $250 has been imputed at 6% for the six months ended June 30, 2011, with the offset recorded in additional paid-in capital.

On March 25, 2011 and May 9, 2011 a minority stockholder advanced $5,000 and $5,000 respectively to the Company. The loan bears no interest and has no specific terms of repayment. Interest expense of $100 has been imputed at 6% with the offset recorded to additional paid-in capital

Consulting Agreement and Accrued Expenses

The Company entered into a consulting agreement with a minority stockholder (the Stockholder) for the period of one year commencing October 1, 2004. The agreement was automatically renewed at the end of the initial term, and continued to be renewed indefinitely for one-year periods until terminated December 31, 2007. The Stockholder acted as the office manager and management consultant for the Company, and was compensated $2,000 per month, plus reasonable out-of-pocket expenses. At December 31, 2007, the Company had incurred 39 months of consulting expense totaling $78,000, and owed an additional $12,850 in miscellaneous expenses incurred in the Company’s behalf. On April 16, 2008, the $78,000 was paid to the Stockholder by issuance of 3,000,000 shares of common stock valued at $.026 per share. The Company also reimbursed the consultant for the $12,850 in expenses, resulting in a $0 balance at December 31, 2008.

The Company renewed its management agreement with the Stockholder for a period of six months commencing August 13, 2008. Pursuant to terms stated in the agreement, the Company paid $10,000 cash and issued 150,000 shares of common stock to the Stockholder upon the signing of the agreement. The stock was valued at $45,000 ($.30 per share) and recorded as management fee expense. Remaining payment terms required a $10,000 payment upon filing of a Form S-1, and a $5,000 payment upon obtaining trading privileges on the NASD OTCBB. The Stockholder was also authorized to incur pre-approved expenses in the Company’s behalf up to $5,000. The S-1 was filed in December 2008, at which point the second $10,000 payment was made. The Company also paid the Stockholder $5,000 when its NASD OTCBB privileges were approved during the second quarter of 2009.

Convenientcast, Inc

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six Months Ended June 30, 2011 and 2010, and the

Period from August 15, 2003 (inception) through June 30, 2011

2.	Related Party Transactions (continued)

Consulting Agreement and Accrued Expenses (continued)

The Company renewed the consulting agreement with the Stockholder for the period of four months commencing November 1, 2010 for compensation of $2,500 per month plus monthly expenses of $500. The Stockholder currently provides office services and acts as a management consultant for the Company. A total of $18,000 in management consulting fees were incurred during the six months ended June 30, 2011, of which $15,000 remained accrued at June 30, 2011. The agreement was renewed for another four months at the conclusion of the initial term.

In March 2010, a minority stockholder paid $200 to the Company’s outsourced accountant in the Company’s behalf. The payment will be reimbursed as funds allow.

Mineral Claims

On August 11, 2008, the Company entered into an agreement with a company affiliated with the Company’s President (the Affiliate) to acquire an undivided 100% interest in a mineral prospect (the Property) located in British Columbia, Canada for consideration of $10,000 cash. On June 9, 2009 the Company sold its interest in the property back to the Affiliate for $15,000, resulting in a $5,000 gain. No exploration or other expenses were incurred on the mineral property during the Company’s brief ownership.

Lease Agreement

The Company entered into a lease agreement with a stockholder for office space in Nevada for a one-year period commencing April 1, 2008 with monthly rent payments of $400 and a security deposit of $1,200.

The Company renewed the lease agreement on a month-to-month basis commencing January 1, 2010 with monthly rent payments of $400 and a security deposit of $800. Rent expense for each of the six months ended June 30, 2011 and 2010 was $2,800 and $nil.

3.	Stockholders’ Equity (Deficit)

Upon inception, the Company issued 12,250,000 shares of its unrestricted common stock at $.00004 per share for total cash of $490. The proceeds were used to pay for incorporation and filing fees.

On February 27, 2007, the Board of Directors approved a 250:1 forward stock split of issued shares and an increase in the Company’s authorized common shares from 25,000,000 to 75,000,000 shares. Common stock par value remains at $.001, and all applicable periods presented have been retroactively restated to reflect the split. All references to common stock as stated in these footnotes are assumed to be post-split, unless otherwise indicated.

On February 27, 2007, the Board of Directors approved the distribution of up to 11,805,374 shares of the total issued and outstanding shares held by its then parent company (the Parent) to the Parent’s stockholders of record on March 1, 2007 as a stock dividend. The distribution of the 11,805,374 shares took place March 1, 2007.

On April 16, 2008, the Board of Directors approved the settlement of $78,000 of debt payable to its stockholder in consideration for 3,000,000 shares valued at $.026 per share (Note 2).

On April 23, 2008, the Board of Directors approved the issuance of 13,000,000 common shares as partial consideration to acquire 100% of all the outstanding shares of iAudiocampus.com (“iAudio”), a California company. These shares were cancelled on August 11, 2008 as the Company did not proceed in its acquisition.

Convenientcast, Inc

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six Months Ended June 30, 2011 and 2010, and the

Period from August 15, 2003 (inception) through June 30, 2011

3.	Stockholders’ Equity (Deficit) (continued)

On August 12, 2008, the Company issued 1,335,000 shares of common stock pursuant to a private offering for cash proceeds of $396,500 (net of $4,000 in offering expenses). A total of 667,500 warrants were issued in conjunction with the shares. Each unit is comprised of one common share and one-half warrant exercisable for two years at a price of $0.50. Two warrants are required to purchase one common share. The fair value of each warrant on the grant date was determined to be $.088 ($58,830 total) using the Black Scholes option pricing model. The residual purchase price was assigned to the common stock, which was computed to be $.256 per share ($337,670 total, net of $4,000 offering costs). The following assumptions were used to value the warrants on the grant date: stock price of $.30, dividend yield of 0%, volatility of 77%, warrant life of two years, and a risk-free interest rate of 4% based on the Treasury bond yield with a term comparable to the length of the terms stated in the warrant agreements.

On August 13, 2008, the Company issued 150,000 shares of its common stock at $.30 per share to an existing stockholder pursuant to the consulting agreement in Note 2 for services totaling $45,000.

On December 29, 2010, the Company entered into an investor relations and consulting agreement with an unrelated third party for the period of December 29, 2010 through March 31, 2011. Pursuant to the agreement, the Company issued to the Consultant upon the agreement’s execution, 360,000 shares of its common stock at $.05 per share totaling $18,000 was reported as a prepaid expense at December 31, 2010 and amortized ratably over the three months ended March 31, 2011. The Company is also required to compensate the Consultant $5,000 on the first day of each of January, February, and March 2011. The Company was unable to make the cash payments and is in default as of March 31, 2011. In the event of default, the agreement requires the Company to pay a penalty of 40% on the outstanding cash payments. Total compensation of $33,000 plus $6,000 default expense have been included in other general and administrative expenses for the three months ended March 31, 2011. The agreement was renewed for a subsequent three-month term commencing April 1, 2011. Pursuant to the renewed agreement, the Company is required to make $5,000 monthly payments and issue 360,000 additional shares of stock to the Consultant.

On January 5, 2011, the Company issued 100,000 common shares at a price of $.01 per share to convert $1,000 of the principal amount of a convertible note payable originally entered into on October 31, 2010 in the amount of $35,000 (Note 2).

On June 30, 2011, the Company issued 360,000 shares of its common stock at $.05 per share totaling $18,000 pursuant to the renewal of an investor relations and consulting agreement first entered into by the Company on December 29, 2010 and commencing April 1, 2011 for an additional three-month term. Pursuant to the renewed agreement, the Company was required to make monthly payments of $5,000 and issue 360,000 additional shares of stock to the Consultant. A total of $33,000 has been included in other general and administrative expenses for the six months ended June 30, 2011 for the renewed agreement.

4.	Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unanticipated costs and expenses or the inability to generate revenues could require additional financing, which would be sought through bank borrowings, equity or debt financing, or asset sales. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

Convenientcast, Inc

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six Months Ended June 30, 2011 and 2010, and the

Period from August 15, 2003 (inception) through June 30, 2011

5.	Asset Acquisitions and Subsequent Terminations

iAudioCampus.com

On April 23, 2008, the Company entered into an agreement to purchase all the outstanding shares of iAudioCampus.com, Inc. (“iAudio”), a California company, for consideration of $400,000 cash and 13,000,000 shares of the Company’s common stock. A payment of $175,000 was made on the date of the agreement’s inception, and additional $100,000 payments were required to be made on May 22, 2008 and June 22, 2008 (extended to July 31, 2008). The remaining $25,000 was to be used for audit and legal fees.

The Company did not make the final payment of $100,000 and the agreement was terminated on August 1, 2008. Terms of the termination included the cancellation of the 13,000,000 shares issued to iAudio for the acquisition, and conversion of the $275,000 cash advanced and the $25,000 used to pay for legal and audit expenses into a private placement in iAudio of 1,000,000 shares, and that the Company change its name. The net cash paid of $275,000 was recognized as an available-for-sale investment to be accounted for under the provisions of ASC 320. As of December 31, 2008, no unrealized holding gains or losses had been recorded on this investment. At December 31, 2009, the Company impaired the investment down to $0, as there was no perceived value in the iAudio shares due to iAudio’s inactivity and inability to generate profits.

Global Fusion Media, Inc.

On December 8, 2009, the Company entered into an agreement with Global Fusion Media Inc. to purchase all the outstanding shares of C-Store Network, LLC (“C-Store”), a Nevada company, in consideration of 32,000,000 shares of the Company’s common stock. This transaction was not completed and was cancelled on February 28, 2010.

6.	Fixed Assets

The Company’s fixed assets consist of office and computer equipment, which are valued at cost and depreciated using the double-declining method over a period of three years as follows:

					June 30, 2011		December 31, 2010
	Cost		Accumulated Depreciation		Net Book Value		Net Book Value
Computer equipment	$	3,118	$	2,994	$	124	$	275
Office equipment		2,490		2,490		-		-
	$	5,608	$	5,484	$	124	$	275

Depreciation of $151 and $1,105 are included in general and administrative expenses in the statement of operations for the six months ended June 30, 2011 and 2010, respectively.

Convenientcast, Inc

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six Months Ended June 30, 2011 and 2010, and the

Period from August 15, 2003 (inception) through June 30, 2011

7.	Mineral Leases

Potash Mining Lease

On May 6, 2011, the Company was the successful bidder on three tracts of potash leases offered by the State of North Dakota, State Land Department (the Lessor). On May 11, 2011, the Company executed three potash lease agreements for a total up-front payment of $4,181. The leases grant the Company the right to enter and occupy the leased properties for the purpose of exploring, mining, developing, and producing potassium, sodium, phosphorus, and other similar salts and compounds. The lease is granted for a primary term of five years and for a secondary term of so long thereafter as the salts and compounds are produced in paying quantities. The Company shall pay the Lessor a 2.5% royalty computed on the gross value of the product after processing The Company may cancel the leases at any time with express written consent of the Lessor, given the Company is in compliance with all terms of the lease agreements.

The Company’s plan is to expand its potash interests and seek additional acquisition opportunities in this mineral sector. The Company also plans to investigate, and if such investigation warrants, acquire an interest in one or more potash associated business opportunities presented to it by persons or firms desiring the perceived advantages of a publicly held corporation.

8.	Subsequent Events

Notes Payable

On August 8, 2011, a minority shareholder advanced $5,000 to the Company. The loan bears no interest and has no specific terms of repayment.

The Company has evaluated its subsequent events from the balance sheet date through the date of this report and determined that there are no additional events to disclose.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company is in its initial stages of development with no revenues or income and is subject to all the risks inherent in the creation of a new business. Since the Company’s principal activities to date have been limited to organizational activities and prospect development, it has no record of any revenue-producing operations. Consequently, there is no operating history upon which to base an assumption that the Company will be able to achieve its business plans.

On July 9, 2007, the Company filed an amendment with the Secretary of State of Nevada to increase its authorized common stock to 75,000,000 shares.

On July 11, 2007, the Company entered into an agreement to purchase a Nevada based corporation, PC 9-1-1, Inc. The purchase price was the issuance of 16,270,000 common shares; however, the purchase was not completed.

On July 12, 2007, the Board of Directors was increased to four persons and Chad Stone and Steven Pickett, both of Las Vegas, Nevada, and Kenneth B. Liebscher of Washington State were asked to join the Board.

The Board further resolved that Kevin Murphy would serve as Chairman of the Board, Chad Stone would serve as President and CEO of the Company, Steven Pickett would serve as Treasurer/CFO and that Kenneth Liebscher would serve as Secretary.

Subsequent to December 31, 2007, the acquisition of PC 9-1-1 was cancelled as delivery of the shares to be received were, in fact, not received so the shares issued by the Company were cancelled April 4, 2008. The resignations of Directors Stone, Pickett, and Liebscher were accepted by the Company leaving Kevin M. Murphy as sole remaining Director. On April 14, 2008, the Board of Directors was increased to two persons when Howard Bouch accepted the invitation to join the Board. Kevin Murphy was elected President and CEO and Howard Bouch was elected Secretary and CFO.

On April 23, 2008, the Company entered into an agreement to purchase all the outstanding shares of iAudioCampus.com, Inc. (“iAudio”), a California company, in consideration of $400,000 cash and 13,000,000 shares of the Company’s common stock. A payment of $175,000 was made on the date of the agreement’s inception, and additional $100,000 payments were required to be made on May 22, 2008 and June 22, 2008 (extended to July 31, 2008). The remaining $25,000 was to be used for audit and legal fees.

The Company did not make the final payment of $100,000 and the agreement was terminated on August 1, 2008. Terms of the termination included the cancellation of the 13,000,000 shares issued to iAudio for the acquisition, and conversion of the $275,000 cash advanced and the $25,000 used to pay for legal and audit expenses into a private placement in iAudio of 1,000,000 shares, and that the Company change its name. The net $275,000 cash investment was considered an available-for-sale security. At December 31, 2009, the Company impaired the investment down to $0, as there was no perceived value in the iAudio shares due to iAudio’s inactivity and inability to generate profits.

On August 11, 2008, the Company acquired the Big Andy Mine for $10,000 in cash from Silver Mountain Mines. The mine is located at 92K15W; (50 degrees46’ North Latitude, 124 degrees 47’ West Longitude); (NAD 27) 374237 E 5625175 N.

On August 11, 2008, the Board of Directors resolved to change the name of the Company to Lone Mountain Mines, Inc. to better reflect the new direction of the Company.

On August 12, 2008, the Company issued 1,335,000 shares of common stock pursuant to a private offering, for cash proceeds of $396,500 (net of $4,000 in offering expenses). A total of 667,500 warrants were issued in conjunction with the shares. Each unit is comprised of one common share and one-half warrant exercisable for two years at a price of $0.50. The fair value of each warrant on the grant date was determined to be $.088 ($58,830 total) using the Black Scholes option pricing model. The residual purchase price was assigned to the common stock, which was computed to be $.256 per share ($337,670 total, net of $4,000 offering costs). The following assumptions were used to value the warrants on the grant date: stock price of $.30, dividend yield of 0%, volatility of 77%, warrant life of two years, and a risk-free interest rate of 4% based on the Treasury bond yield with a term comparable to the length of the terms stated in the warrant agreements. All outstanding warrants expired in August 2010.

On August 13, 2008, the Company issued 150,000 shares of common stock at $0.30 per share to a stockholder in exchange for services valued at $45,000 relating to the filing of a Form S-1 and obtaining a trading symbol on the NASD OTCBB.

It is likely that we will need to raise additional funds in the next 12 months. Our existing funds will not cover our general and administrative expenses for the next 12 months. In the event additional funds are required, management will seek private placement subscriptions or will loan additional proceeds to the Company.

Currently, the Company does not have the funds required to complete a substantial drilling program and engineering studies. In the event it is unable to raise additional funds for this work, it would be unable to proceed even if a mineral deposit is discovered.

Our company has incurred operating losses and will not be able to exist indefinitely without the receipt of additional operating funds. In the view of our company’s auditors, our company requires additional funds to maintain our operations and these conditions raise substantial doubt about our ability to continue as a going concern.

The Big Andy claims were transferred to Convenientcast, Inc. by virtue of a Purchase Agreement executed on August 11, 2008, between the Company and Silver Mountain Mines. The claims were acquired for consideration of $10,000, with a 1% net smelter return royalty retained by Silver Mountain Mines. Kevin M. Murphy is President of Silver Mountain Mines as well as Convenientcast, Inc. On June 9, 2009 the Company sold its interest in the property for $15,000.

On July 15, 2009 the Company entered into a Letter of Agreement to purchase Global Fusion Media Inc., a British Columbia corporation (“GFM”). However, the agreement was terminated on February 28, 2010.

On August 20, 2009, Lone Mountain Mines, Inc. filed Articles of Merger with the Nevada Secretary of State to merge with its wholly owned subsidiary, Convenientcast Inc. The only changes to the corporate structure and Articles of Incorporation of the Company due to the merger are that it no longer owns Convenientcast Inc. and that it has amended its Articles of Incorporation to change its name to Convenientcast Inc.

The Company received approval from FINRA for the name change effective as of the opening of businesses on September 21, 2009 and has also been granted the symbol “CVCT” on the OTC Bulletin Board. The Company has elected a fiscal year end of December 31.

On May 6, 2011 Convenientcast was the successful bidder on 3 tracts of potash leases offered by the State of North Dakota, State Land Department. The Company’s plan is to expand its potash interests and seek additional acquisition opportunities in this mineral sector. The Company also plans to investigate, and if such investigation warrants, acquire an interest in one or more potash associated business opportunities presented to it by persons or firms desiring the perceived advantages of a publicly held corporation.

Results of Operations

We have had no operating revenues since our inception on August 15, 2003 through June 30, 2011, and have incurred operating expenses in the amount of $404,484 for the same period. We have incurred other expenses and gain from the disposition of a mineral property which total $271,885 for the same period resulting in a total accumulated loss of $676,369 since inception. Our activities have been primarily financed from the proceeds of share subscriptions and loans.

For the six months ended June 30, 2011, general and administrative expenses were $108,403, compared to $13,557 for the six months ended June 30, 2010. Included in the general and administrative expenses are investor relations expenses of $72,000 during the six months ended June 30, 2011 compared to $nil for the six months ended June 30, 2010. For the period from inception on August 15, 2003 through June 30, 2011, general and administrative expenses were $404,484. The Company also incurred interest expense on its loans of $500 for the six months ended June 30, 2011 compared to $nil for the six months ended June 30, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Required

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company’s disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.

Changes in Internal Controls

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls as of the end of the period covered by the report and up to the filing date of this Quarterly Report on Form 10-Q. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item.2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Removed and Reserved

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed herewith:

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive Data Files

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Convenientcast Inc.

Date: 9/6/11	By:	/s/ Kevin M. Murphy
		Kevin M. Murphy
		President, CEO, and Director

Dewmar International BMC, Inc. - FORM 10-Q/A - September 6, 2011

Attached files

Dewmar International BMC, Inc. Reports