MobileBits Holdings Corp - FORM 10-Q

Attached files

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EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp	f10q103109ex32i_bellmore.htm
EX-31.2 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp	f10q103109ex31ii_bellmore.htm
EX-32.2 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp	f10q103109ex32ii_bellmore.htm
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - MobileBits Holdings Corp	f10q103109ex31i_bellmore.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

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

For the quarterly period ended October 31, 2009

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

For the transition period from ______to______.

Bellmore Corporation

(Exact name of registrant as specified in Charter)

Nevada		000-156062		26-3033276
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

1806 Bellmore Street, Oakhurst, NJ 07755

(Address of Principal Executive Offices)

_______________

732-876-1559

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

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

As of December 11, 2009, the Company had 2,370,000 shares of common stock outstanding

Bellmore Corporation

FORM 10-Q

October 31, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

SIGNATURE

Item 1. Financial Information

Bellmore Corporation

(A Development Stage Company)

Financial Statements

October 31, 2009

(Unaudited)

CONTENTS

	Page(s)
Balance Sheets - As of October 31, 2009 (Unaudited) and July 31, 2009 (Audited)	1

Statements of Operations -
For the three months ended October 31, 2009 and for the period
from July 22, 2008 (inception) to October 31, 2009 (Unaudited)	2

Statements of Cash Flows -
For the three months ended October 31, 2009 and for the period
from July 22, 2008 (inception) to October 31, 2009 (Unaudited)	3

Notes to Financial Statements (Unaudited)	4-9

Bellmore Corporation
(A Development Stage Company)
Balance Sheets

	October 31, 2009			July 31, 2009
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	5,063		$	4,043
Total Current Assets		5,063			4,043

Total Assets	$	5,063		$	4,043

Liabilities and Stockholders' Deficit

Current Liabilities
Advances payable - related party	$	41,500		$	32,500
Interest payable - related party		2,176			1,489
Total Current Liabilities		43,676			33,989

Stockholders' Deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized; 2,370,000 shares issued and outstanding		2,370			2,370
Additional paid-in capital		36,630			36,630
Deficit accumulated during the development stage		(77,613	)		(68,946	)
Total Stockholders' Deficit		(38,613	)		(29,946	)

Total Liabilities and Stockholders' Deficit	$	5,063		$	4,043

See accompanying notes to financial statements

Bellmore Corporation
(A Development Stage Company)
Statements of Operations
(Unaudited)

							For the Period from
	For the Three Months Ended						July 22, 2008 (Inception)
	October 31, 2009			October 31, 2008			to October 31, 2009

Revenues	$	-		$	-		$	-

General and administrative		8,667			817			77,613

Net loss	$	(8,667	)	$	(817	)	$	(77,613	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)

Weighted average number of common shares outstanding during the period - basic and diluted		2,370,000			2,313,846			2,355,870

See accompanying notes to financial statements

Bellmore Corporation
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

							For the Period from
	For the Three Months Ended						July 22, 2008 (Inception) to
	October 31, 2009			October 31, 2008			October 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,667	)	$	(817	)	$	(77,613	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		-			-			3,000
Changes in operating assets and liabilities:
Increase in interest payable - related party		687			317			2,176
Net Cash Used In Operating Activities		(7,980	)		(500	)		(72,437	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances payable - related party		9,000			-			41,500
Proceeds from issuance of common stock - founders		-			-			2,000
Proceeds from issuance of common stock		-			34,000			34,000
Net Cash Provided By Financing Activities		9,000			34,000			77,500

Net Increase in Cash		1,020			33,500			5,062

Cash - Beginning of Period		4,043			2,000			-

Cash - End of Period	$	5,063		$	35,500		$	5,062

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

See accompanying notes to financial statements

Bellmore Corporation

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

Note 1 Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the years ended July 31, 2009 and 2008. The interim results for the period ended October 31, 2009 are not necessarily indicative of results for the full fiscal year.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Bellmore Corporation (the “Company”), was incorporated in the State of Nevada on July 22, 2008.

The Company intends to supply non prescription nutritional products. The Company is currently inactive.

Development Stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid technological change. The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure.

Bellmore Corporation

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

A significant estimate in 2009 and 2008 included a 100% valuation allowance for deferred taxes due to the Company’s continuing and expected future losses.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. At October 31, 2009 and July 31, 2009, respectively, the Company had no cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At October 31, 2009 and July 31, 2009, respectively, there were no balances that exceeded the federally insured limit.

Earnings per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. For the period from July 22, 2008 (inception) to October 31, 2009, the Company had no common stock equivalents that could potentially dilute future earnings (loss) per share; hence, a separate computation of diluted earnings (loss) per share is not presented.

Share-Based Payments

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

Bellmore Corporation

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

Fair Value of Financial Instruments

The carrying amounts of the Company’s short-term financial instruments, including the Company’s current assets (exclusive of cash) and current liabilities, approximate fair value due to the relatively short period to maturity for these instruments.

Segment Information

During 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented.

Recent Accounting Pronouncements

Effective June 30, 2009, the Company adopted three accounting standard updates which were intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and impairments of securities. They also provide additional guidelines for estimating fair value in accordance with fair value accounting. The first update, as codified in ASC 820-10-65, provides additional guidelines for estimating fair value in accordance with fair value accounting. The second accounting update, as codified in ASC 320-10-65, changes accounting requirements for other-than-temporary-impairment (OTTI) for debt securities by replacing the current requirement that a holder have the positive intent and ability to hold an impaired security to recovery in order to conclude an impairment was temporary with a requirement that an entity conclude it does not intend to sell an impaired security and it will not be required to sell the security before the recovery of its amortized cost basis. The third accounting update, as codified in ASC 825-10-65, increases the frequency of fair value disclosures. These updates were effective for fiscal years and interim periods ended after June 15, 2009. The adoption of these accounting updates did not have a material impact on the Company’s financial statements.

Effective June 30, 2009, the Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update did not result in significant changes in the practice of subsequent event disclosures, and therefore the adoption did not have a material impact on the Company’s financial statements.

Effective January 1, 2009, the Company adopted an accounting standard update regarding the determination of the useful life of intangible assets. As codified in ASC 350-30-35, this update amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under intangibles accounting. It also requires a consistent approach between the useful life of a recognized intangible asset under prior business combination accounting and the period of expected cash flows used to measure the fair value of an asset under the new business combinations accounting (as currently codified under ASC 850). The update also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. The adoption did not have a material impact on the Company’s financial statements.

Bellmore Corporation

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

In February 2008, the FASB issued an accounting standard update that delayed the effective date of fair value measurements accounting for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the first quarter of fiscal 2009. These include goodwill and other non-amortizable intangible assets. The Company adopted this accounting standard update effective January 1, 2009. The adoption of this update to non-financial assets and liabilities, as codified in ASC 820-10, did not have a material impact on the Company’s financial statements.

Effective January 1, 2009, the Company adopted a new accounting standard update regarding business combinations. As codified under ASC 805, this update requires an entity to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred; that restructuring costs generally be expensed in periods subsequent to the acquisition date; and that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. The adoption did not have a material impact on the Company’s financial statements.

In September 2009, the FASB issued Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” (ASU 2009-13). It updates the existing multiple-element revenue arrangements guidance currently included under ASC 605-25, which originated primarily from the guidance in EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently assessing the future impact of this new accounting update to its financial statements.

Bellmore Corporation

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $8,667 and net cash used in operations of $7,980 for the three months ended October 31, 2009; and a working capital deficit of $38,613, a deficit accumulated during the development stage of $77,613 and a stockholders’ deficit of $38,613 at October 31, 2009. In addition, the Company is in the development stage and has not yet generated any revenues.

The ability of the Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. To date, all debt financing has come from a related party. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Bellmore Corporation

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

Note 4 Loans Payable – Related Party

During July 2008, the Company received advances totaling $14,500, from an affiliated entity. The advances bear interest at 8% and were due in one year. These advances have been extended for an additional year. These advances are unsecured.

During May 2009, the Company received advances totaling $18,000, from an affiliated entity. The advances bear interest at 8% and are due in one year. These advances are unsecured.

During October 2009, the Company received an advance of $9,000, from an affiliated entity. The advance bears interest at 8% and is due in one year. These advances are unsecured.

At October 31, 2009 and July 31, 2009, these advances represent a 100% concentration in debt financing.

Note 5 Stockholders’ Deficit

On July 28, 2008, the Company issued 2,000,000 shares of common stock for $2,000, ($0.001/share), to its founders.

On July 29, 2008, the Company issued 30,000 shares of common stock, having a fair value of $3,000 ($0.10/share), based upon the fair value of the legal services provided. The fair value of the services provided reflect a more readily determinable fair value than the shares issued in recent cash transactions with third parties. At July 31, 2008, the Company expensed this stock issuance as a component of general and administrative expense.

During August and September 2008, the Company issued 340,000 shares of common stock for $34,000 ($0.10/share) to third party investors.

Note 6 Subsequent Events

The Company has evaluated for subsequent events between the balance sheet date of October 31, 2009 and December 10, 2009, the date the financial statements were issued.

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

Plan of Operation

Our specific goal is to attract a client base that will have steady orders of nutritional supplements throughout the year. We intend to accomplish this through the following steps:

We plan on using our existing contacts in the nutritional supplement industry to acquire new customers through word of mouth and advertising in various industry publications. We expect this to take upwards of 2-3 months at an expense of $10,000 to promote our company. We also plan to establish a website that highlights our company’s products and services. We believe that it will cost up to $2,000 initially to have our website fully operational. We expect the website to be operational by the middle of 2010. We do not intend to hire employees at this point. Mark Gruberg and Bernard Gruberg will handle all administrative duties.

During the next year, we plan to attend industry trade shows as well as having a booth in two major international shows. We recently attended the Natural Products Expo Asia in Hong Kong in August 2009 and we expect to purchase a booth at the Vitafoods International Trade Show in Geneva, Switzerland in May 2010 and also attend the Natural Products Expo Asia in Hong Kong again in August 2010. These two shows draw customers from all over Europe and Asia and should allow us to reach our target market effectively. We plan to spend $10,000 on each show to cover all expenses necessary to promote our company, for a total cost of $20,000. These shows are expected to gain our company up to ten (10) new clients with three (3) of them being major buyers. This would increase sales by up to $500,000 through the expectation that each new customer brings in $50,000 in sales.

We plan on keeping fully up to date with product pricing from several different nutritional product manufactures in the U.S. to allow us to give our customers the best possible price. We also plan on keeping up to date with import regulations throughout the world so that our customers will never have a problem getting their goods. In regards to countries that require registration of products before they may be imported, we will take care of that for our customers and keep track of their filing status and updates in a timely manner. This will separate us from other nutritional supplement export companies in the U.S that do not register products for customers or take several months to complete the process. We will be able to complete this process in a quarter of the time using our existing knowledge of international rules and regulations.

After we have achieved these goals and established a customer base, we will look into expanding our offices and operations. It is possible that in the future we would be able to purchase our own manufacturing facility to further increase profits, but the there are currently no plans for this nor any estimate of costs.

In summary, we anticipate to start acquiring new customers by the second quarter of 2010. We estimate that we can begin generating revenue at that time. If we cannot generate sufficient revenues to continue operations, we will suspend our operations

Results of Operation

For the period from inception through October 31, 2009, we had no revenue. Expenses for the period from July 22, 2008 (inception) to October 31, 2009 totaled $77,613 resulting in a loss of $77,613.

Liquidity and Capital Resources

As of October 31, 2009 we had $5,063 in cash.

The initial use of proceeds from our unregistered common share sales that occurred between July 2008 and January 2009 was to be split between offering expenses, professional fees, advertising/marketing, and working capital. We raised approximately $34,000 from our intended maximum offering of $100,000 and exercised our right to reassess and reassign our intended use of funds. We have allocated almost all of our capital raised for legal and accounting/auditor expenses related to the offering and the listing process.

We are currently seeking funding for our plan of operations. We would like to raise a minimum of $100,000 and a maximum of $500,000 in order to continue our marketing plan and build a customer base. To achieve our goals, a large portion of the funds raised will be invested in advertising, marketing, and travel expenses. Our success is contingent upon having enough capital to build enough customers to support the business. We expect to raise additional funds within the next 6-8 months. A private placement is the most likely scenario for the company to achieve success in raising additional funds for its operations. There are no discussions with any parties at this point in time for additional funding; however, we will attempt to discuss our business plan with various brokers in the US.

We believe we can satisfy our cash requirements for the next twelve months with our current cash and expected revenues. However, completion of our plan of operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our profit, revenue, and growth goals.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $100,000. The $100,000 will be financed through the company’s cash on hand of $1,438 plus approximately $250,000 in sales. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees, unless financing is raised. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

All share-based payments to employees will be recorded and expensed in the statement of operations. Fair value of the services provided reflect a more readily determinable fair value than the shares issued in recent cash transactions with third parties.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls over Financial Reporting

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company’s internal control over financial reporting during the quarter ended October 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of October 31, 2009.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors

None.

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 of Form 8-K.

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K

None.

SIGNATURES

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

	Bellmore Corporation

Date: December 11, 2009	By:	/s/ Mark Gruberg
		Mark Gruberg
		President, Chief Executive Officer and Chairman of the Board of Directors

	Bellmore Corporation

Date: December 11, 2009	By:	/s/ Bernard Gruberg
		Bernard Gruberg
		Chief Financial Officer, Vice President, Principal Accounting Officer and Director

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