10QSB/A 1 form10qsba.htm BMX 10-QSB/A1 03.31.08 form10qsba.htm



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

 
FORM 10-Q/A1
 

 
[X]
Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2008

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

Commission File Number: 000-52670
 

 
BMX DEVELOPMENT CORP.
 (FKA BIOMETRIX INTERNATIONAL, INC.)
(Exact name of small business issuer as specified in its charter)
 

 
FLORIDA
20-2089854
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
 
17111 Kenton Drive, Suite 100-B
Cornelius, North Carolina 28031
(Address of principal executive offices)

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

  
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [x]
No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the exchange act). Yes [ ] No [X]

Number of shares of common stock outstanding as of May 14, 2008:   4,796,000
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
¨ 
Non-accelerated filer 
¨ (Do not check if a smaller reporting company) 
Accelerated filer 
¨
Smaller reporting company 
þ
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
    The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Consolidated Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.
 
Explanatory Note:  We are amending this Form 10-Q to include a comparative audited balance sheet at December 31, 2007 to comply with the 10-Q presentation rules. We inadvertedly omitted this information in the prior submission
 


PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND CONSOLIDATED RESULTS OF OPERATION
4
ITEM 3. QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5
   
ITEM 4. CONTROLS AND PROCEDURES
6
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
13
ITEM 1A. RISK FACTORS
    13
   
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
13
   
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
13
   
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
13
 
ITEM 5. OTHER INFORMATION
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
13
SIGNATURES
14
INDEX TO EXHIBITS
15
  
ITEM 1. CONSOLIDATEDFINANCIAL STATEMENTS

BMX DEVELOPMENT CORP.
(FKA BIOMETRIX INTERNATIONAL, INC.)
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2008
             
             
   
Unaudited
   
Audited
 
ASSETS
 
31-Mar-08
   
31-Dec-07
 
             
CURRENT ASSETS:
           
Cash
  $ 50,231     $ 57,548  
TOTAL CURRENT ASSETS
    50,231       57,548  
                 
FIXED ASSETS:
               
Machinery and equipment
    65,000       65,000  
Accumulated depreciation
    (46,583 )     (43,333 )
TOTAL FIXED ASSETS
    18,417       21,667  
                 
TOTAL ASSETS
  $ 68,648     $ 79,215  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 278     $ 3,675  
Due to related party
    5,000       5,000  
Current portion of bank note payable
    1,394       1,394  
TOTAL CURRENT LIABILITIES
    6,672       10,069  
                 
LONG-TERM LIABILITIES
               
Bank note payable
    5,404       5,752  
TOTAL LONG-TERM LIABILITIES
    5,404       5,752  
                 
STOCKHOLDERS' EQUITY
               
Common stock ($.001 par value, 200,000,000 shares authorized; 4,796,000 sharesissued and outstanding at March 31, 2008)
    4,796       7,596  
Additional paid in capital
    165,048       159,548  
Retained deficit
    (113,272 )     (103,750 )
TOTAL STOCKHOLDERS' EQUITY
    56,572       63,394  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 68,648     $ 79,215  
                 



 
 
 
BMX DEVELOPMENT CORP.
(FKA BIOMETRIX INTERNATIONAL, INC.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2008
                         
                         
                         
               
Additional
       
   
Common Stock
   
Paid-in
   
Retained
 
   
Shares
   
Amount
   
Capital
   
Deficit
 
                         
Balances, January 1, 2008
    4,796,000     $ 4,796     $ 162,348     $ (103,750 )
                                 
Fair value of rent contributed by related party
    -       -       2,700       -  
                                 
Net loss for the three months ended March 31, 2008
    -       -       -       (9,522 )
                                 
Balances, March 31, 2008
    4,796,000     $ 4,796     $ 165,048     $ (113,272 )
                                 
                                 
 
 
BMX DEVELOPMENT CORP.
(FKA BIOMETRIX INTERNATIONAL, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 and 2007
             
             
             
   
2008
   
2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (9,522 )   $ (1,570 )
Adjustments to reconcile net loss to net cash provided by
               
    (used in) operations:
               
Depreciation
    3,250       3,250  
      Fair value of rent contributed by related party
    2,700       2,700  
Increase (decrease) in operating liabilities
               
Accounts payable
    (3,397 )     45  
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    (6,969 )     4,425  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Principal repayments of bank note payable
    (348 )     (230 )
NET CASH (USED) IN FINANCING ACTIVITIES
    (348 )     (230 )
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (7,317 )     4,195  
                 
CASH AND CASH EQUIVALENTS,
               
BEGINNING OF THE PERIOD
    57,548       335  
                 
END OF THE PERIOD
  $ 50,231     $ 4,530  
                 
                 
 
 
BMX DEVELOPMENT CORP. “FKA BIOMETRIX INTERNATIONAL, INC.”
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008 and 2007

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Business Activity
 
BMX Development Corp., FKA Biometrix International Inc., (the “Company”) is a motor cycle repair service company located in the Charlotte, North Carolina area. The Company was certified as incorporated in the State of Florida officially on January 3, 2005 although the articles of incorporation were filed on December 28, 2004. Accordingly, under Florida Statutes 607.0203, the effective date for corporate existence was December 28, 2004, within five business days of the certification thereto. On May 30, 2007, the Company legally changed its name to BMX Development Corp. to better suit the business in which it currently operates in.
 
Basis of Presentation
 
The consolidated financial statements include the accounts of BMX Development Corp. and its wholly owned subsidiary under the accrual basis of accounting. All intercompany accounts and transactions have been eliminated.
 
Management’s Use of Estimates
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
 
Deferred Taxes
 
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS No. 109), “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.
 
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
 
Financial Instruments
 
The Company’s consolidated financial instruments are cash and accounts payable. The recorded values of cash and accounts payable approximate their fair values based on their short-term nature.
 
Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.
 
Revenue Recognition– Revenue is recognized when repair services are completed provided collection of the resulting receivable is probable.
 
Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the consolidated financial statements.
 
Loss Per Share - The Company reports loss per share in accordance with Statement of Financial Accounting Standard (SFAS) No.128. This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the loss per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. There were no adjustments required to consolidated net loss for the period presented in the computation of consolidated diluted earnings per share.
 
Impairment of Long-Lived Assets - In accordance with SFAS No. 144, the Company reviews and evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, including those noted above, the Company compares the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period.
 
Property and Equipment - Property and equipment is stated at cost. Depreciation is provided by the straight-line method over the estimated economic life of the property and equipment remaining from five to seven years.
 
When assets are sold or retired, their costs and accumulated deprecation are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.
 
The Company recognizes an impairment loss on property and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.
 
Risk and Uncertainties - The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.
 
Share-Based Payments - In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (R), “Share-Based Payment”, which establishes standards for transactions in which an entity exchanges its equity instruments for goods and services. This standard replaces SFAS No. 123 and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock-Based Compensation”. This standard requires a public entity to measure the cost of employee services, using an option-pricing model, such as the Black-Scholes Model, received in exchange for an award of equity instruments based on the grant-date fair value of the award. This eliminates the exception to account for such awards using the intrinsic method previously allowable under APB No. 25. Shares of commons stock issued for services rendered by a third party are recorded at fair market value, generally the quote at the close of market trading on the day for issuance of the stock or most recent sale. The Company adopted this standard in prior years using the modified prospective method.
 
 
BMX DEVELOPMENT CORP. “FKA BIOMETRIX INTERNATIONAL, INC.”
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008 and 2007

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements - In September, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements", which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The adoption of this standard on January 1, 2008 did not have a material effect on the Company's financial statements.

In September, 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - An Amendment of FASB Statements No. 87, 88, 106 and 132(R)". SFAS No. 158 requires an employer to (i) recognize in its statement of financial position an asset for a plan's overfunded status or a liability for a plan's underfunded status; (ii) measure a plan's assets and its benefit obligations that determine its funded status as of the end of the employer's fiscal year (with limited exceptions); and (iii) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income. The Company previously adopted in 2006 the requirement to recognize the funded status of a benefit plan and the disclosure requirements. The requirement to measure plan assets and benefit obligations to determine the funded status as of the end of the fiscal year and to recognize changes in the funded status in the year in which the changes occur is effective for fiscal years ending after December 15, 2008. The adoption of the measurement date provisions of this standard is not expected to have a material effect on the Company's financial statements.

In February, 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is not electing to measure its financial assets or liabilities at fair value pursuant to this statement.
 
Recent Accounting Pronouncements (cont.) – In June 2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions of Emerging Issues Task Force (“EITF”) Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)”. EITF Issue No. 06-3 requires that the presentation of taxes within revenue-producing transactions between a seller and a customer, including but not limited to sales, use, value added, and some excise taxes, should be on either a gross (included in revenue and cost) or a net (excluded from revenue) basis. In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. The disclosure of those taxes can be done on an aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning after December 15, 2006, which will be the Company’s calendar year 2007. The adoption of EITF Issue No. 06-3 is not expected to have a material impact on the Company’s consolidated results of operations or consolidated financial position.
 
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No.108 (“SAB No. 108”), “Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements”. SAB No. 108 requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides for a one-time cumulative effect transition adjustment. SAB No. 108 is effective for the fiscal year beginning November 15, 2006. The adoption of SAB No. 108 is not expected to have a material impact on the Company’s consolidated results of operations or consolidated financial position.
 
In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement is effective as of the beginning of its first fiscal year that begins after September 15, 2006. An entity should apply the requirements for recognition and initial measurement of servicing assets and servicing liabilities prospectively to all transactions after the effective date of this Statement.
 
Recent Accounting Pronouncements (cont.) –  In September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice.
 
Statement No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of consolidated financial position, with limited exceptions.
 
The Company does not expect application of SFAS No. 156, 157 and 158 to have a material effect on its consolidated financial statements.

 
BMX DEVELOPMENT CORP. “FKA BIOMETRIX INTERNATIONAL, INC.”
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008 and 2007
 
NOTE 2  INCOME TAXES
 
At September 30, 2007, the Company had federal and state net operating loss carry forwards of approximately $94,000 that expire in the year 2020.
 
Due to operating losses, there is no provision for current federal or state income taxes For the Three Months Ended March 31, 2008 and 2007.
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.
 
The Company’s deferred tax asset at September 30, 2007 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $17,000 less a valuation allowance in the amount of approximately $17,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $8,200 for the nine month period ended September 30, 2007.
 
The Company’s total deferred tax asset as of September 30, 2007 is as follows:
 
Net operating loss carry forwards                        $ 17,000
 
Valuation allowance                                              (17,000)
 
Net deferred tax asset                                         $        --
                                                                          =======
 
The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes For the Three Months Ended March 31, 2008 and 2007 is as follows:
 
Income tax computed at the federal statutory rate                         34%
 
Income tax computed at the state statutory rate                             5%
 
Valuation allowance                                                                   (39%)
 
Total deferred tax asset                                                                0%


NOTE 3  CAPITAL STOCK
 
The Company is authorized to issue 200,000,000 common shares at $.001 par value per share.
 
In August, 2007, the Company affected a ten for one forward split of its common stock.
 
The Company issued 200,000 pre-split (2,000,000 post-split) common shares in May, 2007 to its Vice President, for the purchase of all of his stock in a motorcycle repair company that he solely owned.
 
In September, 2007, the Company issued 96,000 shares of its restricted common stock to eight accredited investors in exchange for $48,000 in cash. The Company also issued an equal warrant for each share sold. See Note 9 below for disclosure of the warrants. The Company recorded $14,244 in expense during the three months ended September 30, 2007 to record the fair market value of the warrants issued based on the Black Scholes option-pricing model.
 
NOTE 4   LOSS PER SHARE
 
Loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was the same For the Three Months Ended March 31, 2008 and 2007.
 

NOTE 5  SUPPLEMENTAL CASH FLOW INFORMATION
 
Supplemental disclosures of cash flow information For the Three Months Ended March 31, 2008 and 2007 are summarized as follows:
 
Cash paid during the period for interest and income taxes:
 
                                             2007                                            2006
 
Income Taxes                         $ --                                            $ --
 
Interest                               $4,951                                            $5,112

 
NOTE 6  GOING CONCERN AND UNCERTAINTY
 
The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
 
 
BMX DEVELOPMENT CORP. “FKA BIOMETRIX INTERNATIONAL, INC.”
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008 and 2007
 
NOTE 7  BANK NOTE PAYABLE
 
The Company has a term bank note payable to an unrelated banking institution bearing annual interest of 10.25%, secured by equipment with a net book value of $24,917 at September 30, 2007. The note was originally for $9,900 and consists of eighty-four monthly payments of principal and interest of $168 with principal maturity in December, 2011.
 
Principal maturities of the bank note payable as of September 30, 2007 for the next five years with none due thereafter are as follows:

2007                                                       $ 1,253
2008                                                       $ 1,394
2009                                                       $ 1,552
2010                                                       $ 1,728
2011                                                       $ 1,606
Total                                                       $ 7,533
           ========

NOTE 8 LEASE COMMITMENT AND RELATED PARTY TRANSACTION
 
The Company has a three year lease at $100 per month with a related party company that is partially owned by its President. The lease expires on December 31, 2007 and, therefore, no future minimum lease commitment exists beyond one year.
 
The Company also has an oral, month-to-month lease with an individual related to the Company’s Vice President. The lease is gratuitous and consists of approximately 1,100 square feet of space including a bay area, shop and office. The consolidated financial statements herein include the imputed fair value of the space at $900 per month based upon comparables in the area.
 
At September 30, 2007, the Company owes $5,000 to a company related through common ownership with the Company’s officer, director and majority shareholder for money it borrowed during the nine months ended September 30, 2007.
 
NOTE 9  STOCK WARRANTS
 
During the three months ended September 30, 2007, the Company issued 96,000 stock warrants to eight unrelated accredited investors who subscribed to the Company’s common stock. The stock warrants allow the unrelated parties to purchase shares of the Company’s stock at $1.00 per share per the individual signed warrant agreement. The warrants allow the unrelated parties to purchase one common share of the Company’s common stock for each warrant. The warrants expire in September, 2010 per the individual warrant agreement. The Company did not grant any registration rights with respect to any shares of common stock issuable upon exercise of the warrants. The Company recorded an expense of $14,244 equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 6% risk-free interest, 0% dividend yield, 65% volatility, $1.50 per share strike price, and a life of three years.
 
Stock warrants outstanding and exercisable on September 30, 2007 are as follows:
 
Exercise
Shares Under
Remaining Life
Price per  Share
Option
In Years
Outstanding:
   
$1.50
96,000
3.00
     
Exercisable:
   
$1.50
96,000
3.00
 
NOTE 10  SUBSEQUENT EVENTS
 
Subsequent to September 30, 2007, the Company’s two majority shareholders, who are also officers and directors, collectively retired 2,800,000 of their common shares back to the treasury. The Company as of October 9, 2007, therefore, has 4,796,000 shares of its common stock issued and outstanding.
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATION

As used herein the terms "we", "us", "our," the “Registrant,” “BMX” and the "Company" means, BMX Development Corp. (FKA Biometrix International, Inc.), a Florida corporation. These terms also refer to our wholly-owned subsidiary corporation, Johnson High Performance, Inc. (“JHP”), organized and existing under the laws of North Carolina on September 1, 2004, acquired on April 27, 2007.

GENERAL DESCRIPTION OF BUSINESS
 
    We were incorporated on December 28, 2004 under the name Biometrix International, Inc. On May 30, 2007, we filed an amendment to the Articles of Incorporation with the Secretary of State of Florida to change our corporate name to BMX Development Corp. On April 27, 2007, we acquired our sole wholly-owned subsidiary, Johnson High Performance, Inc. ("JHP"). After the acquisition, we changed our corporate name to BMX Development Corp. as mentioned above and began the business for motorcycle repairs.
 
    On April 27, 2007, BMX (legal acquirer) executed a Plan of Exchange with JHP (accounting acquirer), the sole shareholder of JHP, pursuant to which BMX issued the new 200,000 common shares to Dean A. Stewart, sole shareholder of JHP, pursuant to Regulation D under the Securities Act of 1933, as amended, in exchange for all of the common shares of JHP. As a result, JHP became the wholly-owner subsidiary of BMX.
 
    The above mentioned stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of BMXwhereby JHPis deemed to be the accounting acquirer (legal acquiree) and BMXto be the accounting acquiree (legal acquirer). The accompanying consolidated financial statements are in substance those of JHP, with the assets and liabilities, and revenues and expenses, of BMXbeing included effective from the date of stock exchange transaction. BMXis deemed to be a continuation of the businessof JHP. Accordingly, the accompanying consolidated financial statements include the following:

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

 
(2) the financial position, results of operations, and cash flows of the acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presentedand the operations of the accounting acquiree from the date of stock exchange transaction.

Since the completion of the Plan of Exchange, which was on April 27, 2007, we have continued operations of JHP. Prior to the merger with JHP, we were an inactive, dormant shell corporation. We had been dormant since December, 2004 with operations consisting of only organizational activities. Management decided that the repair and servicing of motor cycles would be beneficial, thus we acquired a business in this field.

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

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

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

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

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

We have two full-time employees. We also have two management consultants that are each independently contracted by us to service and provide financial consulting and services.
 
    Our service line consists primarily of the following:
 
·  
Air filters                                 Fuel valves                             Throttle assemblies
·  
Air shifters                               Gaskets                                 Tires
·  
Carburetors                              Ignitions                                 Transmission and clutch parts
·  
Chains                                      Piston kits                              Valves
·  
Cylinders                                  Race engine valves                 Velocity stacks
·  
Exhaust systems                        RPM limiters                         Wheels

10

    
    We provide installation services for these products.
 
    No single customer accounts for more than ten percent of our business. At the present time there is no need for governmental approvals, though this may change in the future.

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

Pricing

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

Marketing

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

Purchasing and Supply Chain

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

There are no current existing environmental concerns for our services. If this changes in the future, we make every effort to comply with all such applicable regulations.
 
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

The following discussion should be read in conjunction with the consolidated financial statements included in this report and is qualified in its entirety by the foregoing.
 
FORWARD LOOKING STATEMENTS
 
Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis" and the Notes to Consolidated Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements.

CRITICAL ACCOUNTING POLICIES
 
Revenue recognition

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


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

 
Depreciable life
 
     
Machinery
5 years
 
Equipment
5 years
 

Expenditure for maintenance and repairs is expensed as incurred.

 
Revenues

Net revenues were $12,984 and $15,918 for the three months ended March 31, 2008 and 2007, respectively. Sales revenues were due primarily to motorcycle repairs and maintenance. The decline in year to date revenues was due to fewer advertising in 2008.

Income / Loss

We had net losses of $9,522 and $1,570 for the three months ended March 31, 2008 and 2007, respectively. The net losses in these periods were primarily due to depreciation expense, which were $3,250 in each of the quarters for the three months ended March 31, 2008 and 2007. We also imputed the fair value of rent provided by our Vice President’s brother of $2,700 in each of the quarters for the three months ended March 31, 2008 and 2007, respectively.

Expenses

Operating expenses for the three months ended March 31, 2008 and 2007 were $16,700 and $10,574, respectively. Depreciation expense fees and the fair value of rent provided as mentioned above were the primary reasons for the changes in the respective periods. Also, uniform expenses of $362 and $302 for the three months ended March 31, 2008 and 2007, respectively, was another reason for the changes in the respective periods.
 
Cost of Revenue

Cost of revenue primarily includes sales of purchased motor cycle parts inventory. During the three months ended March 31, 2008, we had cost of revenues of $5,196, or approximately 60% of revenues, and $6,379 for the three months ended March 31, 2007, or approximately 60%. The cost of revenue as a percentage of revenue was fairly stable, with cost cutting, efficiency measures in labor taking effect during the three-month periods ended March 31, 2008 and 2007 primarily attributable to the stable price in the cost components.

Impact of Inflation

We believe that inflation has had a negligible effect on operations during the three-month periods ended March 31, 2008 and 2007. We believe that we can offset inflationary increases in the cost of revenue by increasing revenue and improving operating efficiencies.
Liquidity and Capital Resources

Net cash flows provided by (used in) operating activities were $(6,969)and $4,425for the threemonths ended March 31, 2008and 2007, respectively, primarily attributable to a net loss, which were $9,522and $1,570for the threemonths ended March 31, 2008and 2007, offset by depreciation expense of $3,250, fair value of rent provided in the amount of $2,700,and increases in accounts payable ineach of these two periods.

There were no cash flows from investing activities for the three months ended March 31, 2008 and 2007.

Net cash flows used in financing activities were $348 and $230 for the three months ended March 31, 2008 and 2007, solely attributable to principal repayments on our note payable to the bank.
Overall, we have funded all of our cash needs from inception through March 31, 2008 with proceeds from issuance of our common stock.

On March 31, 2008, we had cash of $50,231 on hand.We do not have or anticipate having within the next 12 months any cash flow or liquidity problems and we are not in default or in breach of our note or lease or other indebtedness or financing arrangement requiring us to make payments.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The information to be reported under this item is not required of smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES.
 
DISCLOSURE CONTROLS AND PROCEDURES
 
Our management, including our Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon the evaluation performed by our management, including its Principal Executive Officer and Principal Financial Officer, it was determined that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosures
   
 
Changes in Internal Control Over Financial Reporting

Our Principal Executive Officer and Principal Financial Officer have determined that, during the period covered by this quarterly report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. They have also concluded that there were no significant changes in our internal controls after the date of the evaluation.

 
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings, in which we are involved. In addition, we are not aware of any pending or threatened legal proceedings in which entities affiliated with our officers, directors or beneficial owners are involved.
 
ITEM 1A. RISK FACTORS
 
Information regarding risk factors appears in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the captions “General Description of Business” and “Cautionary Note Regarding Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2007 Annual Report on Form 10-KSB. There have been no material changes from the risk factors previously disclosed in our 2007 Annual Report on Form 10-KSB.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
    None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(1)  
Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 8 of this Form 10-Q, which is incorporated herein by reference.
         
Reports on Form 8-K filed

(1)  
None.
   
 

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, there unto duly authorized.
 
BMX DEVELOPMENT CORP. (FKA BIOMETRIX INTERNATIONAL, INC.)
 
Date: May 14, 2008
By:  
/s/ Michael J. Bongiovanni
Michael J. Bongiovanni
President
 
INDEX TO EXHIBITS