-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P6FAtXQBikqz/d/1zvOnfONKTr094VIR6vrA00z9KmuNuFHdsSY8Dys1IK1G2OlB /c6rjjmdgAjn6fi6OG9aMQ== 0001137091-08-000224.txt : 20080509 0001137091-08-000224.hdr.sgml : 20080509 20080508211828 ACCESSION NUMBER: 0001137091-08-000224 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMR SOLUTIONS INC CENTRAL INDEX KEY: 0001169440 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 330989901 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52337 FILM NUMBER: 08815781 BUSINESS ADDRESS: STREET 1: 1184 RUTLAND ROAD, SUITE 2 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 292-0820 MAIL ADDRESS: STREET 1: 1184 RUTLAND ROAD, SUITE 2 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 10-Q 1 bmr_10q-033108.htm QUARTERLY REPORT bmr_10q-033108.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q

 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from                                           to                                           
 
BMR Solutions, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
33-0989901
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

1184 Rutland Road, Suite 2, Newport Beach, California 92660
(Address of principal executive offices)

(949) 292-0820
(Issuer’s Telephone Number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  xYes  oNo
 
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer
o 
Accelerated filer
o
 Non-accelerated filer
o (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).  xYes  oNo
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date.  As of May 8, 2008, there were 3,888,750 shares of the issuer's $.001 par value common stock issued and outstanding.
 
 
1

 
 
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
 
 
   
March 31,
 
   
2008
 
   
(Unaudited)
 
ASSETS
     
       
Current assets
     
Cash and cash equivalents
  $ 7,137  
Accounts receivable
    4,990  
Prepaid expenses
    491  
         
Total current assets
    12,618  
         
Property and equipment, net of
       
accumulated depreciation
    26,678  
         
Total assets
  $ 39,296  
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
Current liabilities
       
Accounts payable and accrued expenses
  $ 57,029  
Current maturities of long-term note payable
    5,464  
Income tax payable
    800  
         
Total current liabilities
    63,293  
         
Long-term note payable, net of current maturities
    15,276  
         
Stockholders' equity (deficit)
       
Preferred stock, $0.001 par value;
       
5,000,000 shares authorized; 0 shares issued and outstanding
    -  
Common stock, $0.001 par value;
       
50,000,000 shares authorized; 3,888,750 shares issued and outstanding
    3,889  
Additional paid-in capital
    193,106  
Deficit accumulated during the development stage
    (236,268 )
         
Total stockholders' equity (deficit)
    (39,273 )
         
Total liabilities and stockholders' equity (deficit)
  $ 39,296  
 
 
The accompanying notes are an integral part of these financial statements.
 
2

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
 
 
               
For the period
 
               
November 21,
 
   
Three Months
   
Three Months
   
2001
 
   
Ended
   
Ended
   
(inception) to
 
   
March 31,
   
March 31,
   
March 31,
 
   
2008
   
2007
   
2008
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                   
Net revenue
  $ 19,450     $ 13,135     $ 123,280  
                         
Cost of revenue
    (15,438 )     (11,230 )     (98,180 )
                         
Gross profit
    4,012       1,905       25,100  
                         
General and administrative expenses
    (22,384 )     (48,417 )     (251,033 )
                         
Interest expense
    (578 )     (719 )     (4,596 )
                         
Loss from continuing operations
                       
before income taxes
    (18,950 )     (47,231 )     (230,529 )
                         
Provision for income taxes
    (800 )     (800 )     (5,600 )
                         
Loss from continuing operations
    (19,750 )     (48,031 )     (236,129 )
                         
Discontinued operation (Note 7)
                       
Income (loss) from operation of
                       
discontinued website development
                       
and design business
    -       -       (39 )
                         
Net loss
  $ (19,750 )   $ (48,031 )   $ (236,168 )
                         
Net loss per common share -
                       
basic and diluted
  $ (0.01 )   $ (0.01 )        
                         
Weighted average common
                       
  shares outstanding
    3,888,750       3,638,750          
 
 
The accompanying notes are an integral part of these financial statements.
 
3

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
 
 
               
For the period
 
               
November 21,
 
   
Three Months
   
Three Months
   
2001
 
   
Ended
   
Ended
   
(inception) to
 
   
March 31,
   
March 31,
   
 March 31,
 
   
2008
   
2007
   
2008
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Cash flows from operating activities
                 
Net loss
  $ (19,750 )   $ (48,031 )   $ (236,168 )
Adjustments to reconcile net loss to net cash used
                       
  in operating activities
                       
Bad debt expense
    -       -       1,440  
Depreciation
    2,307       2,307       16,408  
Issuance of founder's shares for services
    -       -       40,000  
Additional paid-in capital in exchange
                       
for facilities provided by officer
    -       -       5,600  
Additional paid-in capital in exchange
                       
for services provided by officer
    3,000       -       9,420  
Change in operating assets and liabilities
                       
Accounts receivable
    5       (550 )     (6,530 )
Prepaid expenses and other current assets
    492       (423 )     (491 )
Accounts payable and accrued expenses
    8,720       19,871       57,029  
Income tax payable
    -       -       800  
                         
      Net cash used in operating activities
    (5,226 )     (26,826 )     (112,492 )
                         
Cash flows from investing activities
                       
Purchase of property and equipment
    -       -       (43,086 )
                         
      Net cash used in investing activities
    -       -       (43,086 )
                         
Cash flows from financing activities
                       
Proceeds from issuance of common stock
    -       -       144,975  
Proceeds from vehicle loan
    -       -       28,514  
Repayment of vehicle loan
    (1,279 )     (1,136 )     (7,774 )
Costs incurred in private placement offering
    -       -       (3,000 )
                         
      Net cash provided by (used in) financing activites
    (1,279 )     (1,136 )     162,715  
                         
Net increase (decrease) in cash and cash equivalents
    (6,505 )     (27,962 )     7,137  
                         
Cash and cash equivalents, beginning of period
    13,642       52,735       -  
                         
Cash and cash equivalents, end of period
  $ 7,137     $ 24,773     $ 7,137  
                         
Supplemental disclosure of cash flow information
                       
Income taxes paid
  $ 800     $ 800     $ 6,209  
Interest paid
  $ 578     $ 720     $ 4,596  
 
 
The accompanying notes are an integral part of these financial statements.
 
4

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
 
 
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

The Company is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the State of Nevada on November 21, 2001.  The Company is developing a delivery services organization that specializes in the in-home delivery of mattresses, furniture and futons.  As of March 31, 2008, the Company reported $123,280 of revenue from its current line of business and will continue to report as a development stage company until significant revenues are produced.

Prior to the commencement of its current operations, the Company was developing an organization that specialized in website development and design services.  The Company abandoned this line of business in 2005 (see Note 7).


The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations.

In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included.  The operating results of the Company on a quarterly basis may not be indicative of operating results for the full year.  For further information, refer to the financial statements and notes included in BMR Solutions, Inc.’s Form 10-KSB for the year ended December 31, 2007.

BASIS OF PRESENTATION AND 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.  The Company has incurred net losses since inception, and as of March 31, 2008 had an accumulated deficit of $236,268. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
5

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
 
 
Management recognizes that the Company must generate additional resources to enable it to continue operations. Management intends to raise additional financing through debt financing and equity financing or through other means that it deems necessary, with a view to moving forward and sustaining a prolonged growth in its strategy phases. However, no assurance can be given that the Company will be successful in raising additional capital. Further, even if the company raises additional capital, there can be no assurance that the Company will achieve profitability or positive cash flow. If management is unable to raise additional capital and expected significant revenues do not result in positive cash flow, the Company will not be able to meet its obligations and may have to cease operations.

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 estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

CONCENTRATION OF CREDIT RISK

Cash and Cash Equivalents – The Company maintains its cash deposits in two bank accounts, which at times may exceed federally insured limits.

Revenues and Accounts Receivable – For the three months ended March 31, 2008, the Company transacted its business with three customers.  The Company’s largest customer, which is also a related party (see Note 6), accounted for 63% of total revenues. Total revenues from this customer were $12,295 for the three months ended March 31, 2008.  Total accounts receivable due from this customer at March 31, 2008 were $2,185.  The Company’s second largest customer accounted for 36% of total revenues.  Total revenues from this customer were $7,060 for the three months ended March 31, 2008.  Total accounts receivable due from this customer at March 31, 2008 were $2,710.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectibility is determined to be permanently impaired.  As of March 31, 2008, there was no allowance for doubtful accounts recorded, as all of the Company’s receivables were considered collectible.
 
6


BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
 
 
PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method and with useful lives used in computing depreciation ranging from 3 to 5 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.

LONG-LIVED ASSETS

The Company accounts for its long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."  SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value. As of March 31, 2008, the Company did not deem any of its long-term assets to be impaired.

INTERNAL WEB SITE DEVELOPMENT COSTS

Under FASB Emerging Issues Task Force Statement 00-2, Accounting for Web Site Development Costs ("EITF 00-2"), costs and expenses incurred during the planning and operating stages of the Company's web site development are expensed as incurred. Under EITF 00-2, costs incurred in the web site application and infrastructure development stages are capitalized by the Company and amortized to expense over the web site's estimated useful life or period of benefit. As of March 31, 2008, the Company had net capitalized costs of $1,250 related to its web site development.  The web site development costs were incurred to a related party (see Note 6) and are being depreciated on a straight-line basis over an estimated useful life of 3 years.

REVENUE RECOGNITION

The Company provides customers with furniture delivery and installation. Revenues from these services are to be recognized in accordance with Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements,” as amended by SAB No. 104, “Revenue Recognition” when (a) persuasive evidence of an arrangement exists, (b) the services have been provided to the customer, (c) the fee is fixed or determinable, and (d) collectibility is reasonably assured. In instances where the customer, at its discretion, has the right to reject the services prior to final acceptance, revenue is deferred until such acceptance occurs.
 
7

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
 
 
BASIC AND DILUTED INCOME (LOSS) PER SHARE

In accordance with SFAS No. 128, "Earnings Per Share," basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2008 and 2007, the Company did not have any equity or debt instruments outstanding that can be converted into common stock.

PROVISION FOR INCOME TAXES

The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of March 31, 2008. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value.

RECLASSIFICATION

Certain reclassifications have been made to conform March 31, 2007 amounts to the March 31, 2008 presentation for comparative purposes.

RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 141(R) - In December 2007, the FASB issued Statement No. 141(R), Business Combinations.   This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. Statement 141 did not define the acquirer, although it included guidance on identifying the acquirer, as does this Statement. This Statement's scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting - the acquisition method - to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.
 
8

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
 
 
This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The Company is currently evaluating SFAS 141(R), and has not yet determined its potential impact on its future results of operations or financial position.

SFAS No. 160 - In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51.  This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.

This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented.  The Company is currently evaluating SFAS 160 and has not yet determined its potential impact on its future results of operations or financial position.
 
SFAS No. 161 - In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.
 
This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments.
 
9

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
 
 
This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently evaluating SFAS 161 and has not yet determined its potential impact on its future results of operations or financial position.
 
 
NOTE 2 - PROPERTY AND EQUIPMENT
 
A summary as of March 31, 2008 is as follows:
 
Delivery truck (pledged as collateral – see Note 3)
  $ 38,514  
Computer equipment and web site development
    4,572  
Less accumulated depreciation
    (16,408 )
         
    $ 26,678  

The delivery truck is being depreciated on a straight-line basis over its estimated useful life of 5 years.  Depreciation expense related to the delivery truck amounted to $1,926 for the three months ended March 31, 2008 and is included in cost of revenue.  The computer equipment and website development are being depreciated on a straight-line basis over an estimated useful life of 3 years.  Depreciation expense related to the computer equipment and website development amounted to $381 for the three months ended March 31, 2008 and is included in general and administrative expenses.   
 
 
NOTE 3 - NOTE PAYABLE

In June 2006, the Company financed the purchase of a vehicle with a loan totaling $28,514.  The loan is evidenced by a promissory note, secured by the purchased vehicle. The note bears interest at 10.7% per annum and matures in July 2011.  This note is repaid in monthly installments of $618, which includes principal and interest.  Interest expense on this obligation was $578 for the three months ended March 31, 2008.

The following is a summary of scheduled principal payments on this note for the three months ended March 31:

2008
  $ 5,464  
2009
    6,079  
2010
    6,762  
2011
    2,435  
         
      20,740  
Less: current maturities
    (5,464 )
         
Long-term note payable
  $ 15,276  
 
10

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
 
 
NOTE 4 - STOCKHOLDERS' EQUITY

In December 2001, the Company issued 2,000,000 shares of its common stock in exchange for services performed to incorporate the Company.  The founder shares were valued at $40,000, which represents the fair market value on the date of issuance.

In January 2002, the Company performed a private placement and issued 548,750 shares of common stock at $0.02 per share for an aggregate total of $10,975.

In June 2006, the Company performed a private placement and issued 1,090,000 shares of common stock at $0.10 per share for an aggregate total of $109,000.

In August 2007, the Company performed a private placement and issued 250,000 shares of common stock at $0.10 per share for an aggregate total of $25,000.


NOTE 5 - PROVISION FOR INCOME TAXES

Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
As of March 31, 2008, the Company had federal and state net operating loss carryforwards of approximately $178,000, which can be used to off set future federal income tax.  The federal and state net operating loss carryforwards expire at various dates through 2028. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

A summary of deferred tax assets as of March 31, 2008 is as follows:

Net operating loss carryforward
 
$
        178,000
 
         
Effective tax rate
   
                 24
 %
         
Deferred tax asset
   
          42,720
 
Valuation allowance  
   
         (42,720)
 
         
Net deferred tax asset
 
$
                --
 
 
11

 
BMR SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)

 
NOTE 6 - RELATED-PARTY TRANSACTIONS

The Company utilizes office space provided by its former President on a month-to-month arrangement.  The Company’s rent expense on this arrangement totaled $1,800 and $1,800 for the three months ended March 31, 2008 and 2007, respectively.  For the three months ended March 31, 2007, the Company paid an additional $2,700 directly to the former President’s landlord, which was charged to compensation.

The Company’s Board approved the appointment of K. John Shukur to serve as President, Chief Financial Officer, Secretary and a director effective as of October 1, 2007.  For the three months ended March 31, 2008, Mr. Shukur received no compensation for his services as a Company officer.  The Company has recorded compensation expense and additional paid-in capital totaling $3,000, which represents the estimated fair value of these services at $1,000 per month.
 
For the three months ended March 31, 2008, 63% of total revenues reflected from the Company’s delivery service business were derived from sales to a company that is owned by the brother-in-law of the Company’s former President.  Total revenues from this customer were $12,295 for the three months ended March 31, 2008.  Total accounts receivable due from this customer at March 31, 2008 were $2,185 (see Note 1).
All of the revenues reflected from the Company’s discontinued website development and design business were from services performed by an officer of the Company at no charge to the Company. The Company charged the estimated fair value of these services against the revenue earned (see Note 7).

In September 2006, the Company paid $2,500 to a related party for internal web site development services (see Note 1).


NOTE 7 - DISCONTINUED OPERATION

During 2005, the Company abandoned its website development and design business.  Operating results for this business have been reclassified and presented as a single line item in the statements of operations.  There was no gain or loss recognized on the disposal of this discontinued operation.

For the period from November 21, 2001 (inception) to March 31, 2008, total revenues of the discontinued website development and design business were $10,292 and costs of revenues totaled $3,420.  Direct general and administrative expenses totaled $6,911.  There were no income taxes relating to the discontinued operation.  The net loss from the discontinued operation for the period from November 21, 2001 (inception) to March 31, 2008 was ($39).
 
12


Item 2.  Plan of Operation

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policy and Estimates. Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.   These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2008.

We provide local delivery and transportation services in the Southern California area. Our current services include the in-home delivery and installation of mattresses, furniture and futons and the removal of the old mattresses. We believe that many small to medium businesses desire to outsource their delivery services to third parties due to various factors including the increase in fuel prices and insurance premiums.
 
We currently serve as the sole provider of delivery services for Danna’s Mattresses, Inc., which owns two retail mattress locations, located in Upland and Rancho Cucamonga, California. Those two retail mattress locations have been in business for 16 years and are our primary source of revenue. We do not have a written agreement with Danna’s Mattresses, Inc.  We are currently pursuing additional accounts by contacting local furniture retailers. We hope to expand our operations to acquire additional trucks so that we can service several accounts.

13

 
Liquidity and Capital Resources. We had cash of $7,137 as of March 31, 2008, together with accounts receivable of $4,990 and prepaid expenses of $491 which total our current assets of $12,618 as of that date. Our total assets of $39,296 as of March 31, 2008, included our current assets of $12,618, and property and equipment of $29,678, net of depreciation.

Our current liabilities were $63,293 as of March 31, 2008, which was represented by accounts payable and accrued expenses of $57,029, current maturities on long term note payable of $5,464, and income tax payable of $800. Our long term note payable, net of current maturities was $15,276 as of March 31, 2008.  We had no other liabilities and no long term commitments or contingencies as of March 31, 2008.

During the three months ended March 31, 2008, we have incurred significant professional fees associated with being a public company. We expect that the legal and accounting costs of being a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

For the three months ended March 31, 2008 and March 31, 2007.

Results of Operations. 

Revenues. For the three months ended March 31, 2008, we generated revenues of $19,450, as compared to revenues of $13,135 for the three months ended March 31, 2007. We anticipate that our revenues will increase as we develop additional relationships with potential clients for our services. In addition, we are currently exploring options to generate revenue by placing advertising on the side of our truck.  Our cost of revenue during the three months ended March 31, 2008, was $15,438, as compared to $11,230 for the three months ended March 31, 2007. Therefore, for the three months ended March 31, 2008, we had a gross profit of $4,012, as compared to $1,905 for the three months ended March 31, 2007.

Operating Expenses. For the three months ended March 31, 2008, our total general and administrative expenses comprised our entire operating expenses of $22,384, as compared to total operating expenses of $48,417 for the three months ended March 31, 2007. The decrease in total operating expenses is primarily due to the higher legal costs we incurred during the prior period to list our shares on the Over-the-Counter Bulletin Board. We expect that we will continue to incur significant operating expenses to develop our business and comply with our reporting requirements as a public company. After provision for income taxes of $800 in the respective three month periods, we had a net loss of $19,750 for the three months ended March 31, 2008, as compared to a net loss of $48,031 for the three months ended March 31, 2007. We expect that we will continue to incur losses for the foreseeable future.

Our Plan of Operation for the Next Twelve Months. During the next three to six months, our primary objective is to obtain additional clients as our current sole customer accounts for all of our revenue. If we were to lose this customer, we would lose only source of our revenue. We are currently pursuing additional accounts by researching and contacting small to medium size furniture stores that are located near our current accounts in California. We are developing sales and marketing materials including brochures describing the services that we provide so that we can provide a professional appearance to potential clients. In addition, we are currently exploring options to generate revenue by placing advertising on the side of our truck. If we can generate significant ad revenue, we believe that we will be able to grow at a much faster pace as we believe that the additional revenue would significantly defray the costs of purchasing and staffing an additional delivery trucks.

On September 27, 2007, we announced the approval of a new organizational plan that we hope will enable us to streamline costs with respect to the administration of our delivery and transportation services. The proactive organizational plan is being taken in response to the following: (i) increasing fuel costs which is impacting the transportation industry; (ii) a general slowdown in our business operations which our management believes is due to, among other things, the decline in the real estate market in Southern California; and (iii) a tightening in the equity and credit markets which has limited our ability to raise additional capital through debt or equity financings. We had hoped to expand its operations by acquiring additional trucks so that we can service several accounts. However, our ability to acquire additional trucks has been negatively affected by our inability to raise significant capital and its inability to generate significant revenues. Management changes in connection with the new organizational plan are described herein.
 
14


In addition, in connection with the new organizational plan, we have explored forming a wholly-owned subsidiary to operate our delivery and transportation services. Our management believes that operating our delivery and transportation services in a subsidiary will facilitate our new plan for expansion. In the last six months, we have been researching potential opportunities for us to acquire smaller companies with complementary businesses in the transportation industry in order to expand our operations. We have had informal discussions with representatives of certain transportation companies and other companies that may be interested in being acquired by us or entering into a joint venture agreement with us. As of the date of this report, we have not entered into any agreements with any potential acquisition or joint venture candidates. We cannot guaranty that we will acquire or enter into any joint venture with any third party, or that in the event that we acquire another entity, this acquisition will increase the value of our common stock. We hope to use our common stock as payment for any potential acquisitions.

We had cash of $7,137 as of March 31, 2008. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. Besides generating revenue from our current operations, we need to raise additional capital to expand our operations to the point at which we are able to operate profitably. Other than anticipated increases in the legal and accounting costs of becoming a public company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

We intend to continue to pursue capital through public or private financing as well as borrowings and other sources, such as our officers, directors and principal shareholders. We cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to expand our operations may be significantly hindered. If adequate funds are not available, we believe that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, our officers, directors and principal shareholders are not committed to contribute funds to pay for our expenses.
 
We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. We do not anticipate that we will purchase or sell any significant equipment. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.
 
Because we have limited operations and assets, we may be considered a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we have checked the box on the cover page of this report that specifies we are a shell company.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

 
Not applicable.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of March 31, 2008, the date of this report, our chief executive officer and the principal financial officer concluded that our disclosure controls and procedures were effective.

Item 4(T). Controls and Procedures.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
15

 
PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

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

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits
 
 
32. Section 1350 Certifications.
 
 
16

 

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BMR Solutions, Inc.,
a Nevada corporation
 
       
May 8, 2008
By:
/s/ K. John Shukur  
  Its:
K. John Shukur
Principal Executive Officer, President, Secretary,
Chief Financial Officer, Treasurer and a Director 
 
 
 
 
17
EX-31.1 2 ex_31-1.htm CERTIFICATION CEO ex_31-1.htm


Exhibit 31.1
 
 
Rule 13a-14(a)/15d-14(a) Certifications.
 
 
I, K. John Shukur, certify that:
 
1.  
I have reviewed this quarterly report on Form 10-Q of BMR Solutions, Inc.;










 
Date: May 8, 2008
         
/s/ K. John Shukur
   
 
 
K. John Shukur
Chief Executive Officer
   
 
 
EX-31.2 3 ex_31-2.htm CERTIFICATION CFO ex_31-2.htm


Exhibit 31.2
 
 
Rule 13a-14(a)/15d-14(a) Certifications.
 
 
I, K. John Shukur, certify that:
 
1.  
I have reviewed this quarterly report on Form 10-Q of BMR Solutions, Inc.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: May 8, 2008
         
/s/ K. John Shukur
   
 
 
K. John Shukur
Chief Financial Officer
   
 
 
 
EX-32.1 4 ex_32-1.htm CERTIFICATION CEO ex_32-1.htm


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BMR Solutions, Inc. a Nevada corporation (the “Company”) on Form 10-Q for the period ending March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), K. John Shukur, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to BMR Solutions, Inc., and will be retained by BMR Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

         
/s/ K. John Shukur
   
 
 
K. John Shukur
Chief Executive Officer
May 8, 2008
   
 
 

EX-32.2 5 ex_32-2.htm CERTIFICATION CFO ex_32-2.htm


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BMR Solutions, Inc. a Nevada corporation (the “Company”) on Form 10-Q for the period ending March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), K. John Shukur, Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to BMR Solutions, Inc., and will be retained by BMR Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

         
/s/ K. John Shukur
   
 
 
K. John Shukur
Chief Financial Officer
May 8, 2008
   
 
 

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