Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-K/A
AMENDMENT NO.2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
[ ] Transition Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
For the transition period from to
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Commission File Number 333-139129
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BORDER MANAGEMENT, INC.
(Exact name of small business issuer as specified
in its charter)
Nevada 20-5088293
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
968 - 240 th Street V2Z 2Y3
Langley, British Columbia, Canada
(Address of principal (Zip Code)
executive offices)
------------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common stock, par value $0.001 per share
Preferred stock, par value $0.001 per share
Issuer's telephone number, including area code: (604) 539-9680
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 404 of the Securities Act. [ ]
Indicate by check mark if the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act. [ ]
----------------------------------------------------------------
Check whether the issuer 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 the filing requirements for the past 90 days. Yes [X] No
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-K and no disclosure will be contained, to the best of the
issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a
smaller reporting
company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [X] No
There were no issuer's revenues for the fiscal year ended December 31, 2009.
The aggregate market value of the Common Stock held by non-affiliates of the
issuer as of March 29, 2010 was $0.
The number of shares outstanding of the issuer's Common Stock as of March 29,
2010 was 14,050,000 shares.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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Amendment No. 2 to the Annual Report of Form 10-K for the Year Ended
December 31, 2009
Explanatory Note
Border Management, Inc. (the "Company") is filing this Amendment No. 2 on
Form 10-K/A ("Amendment No. 2") to amend our annual report filed on Form
10-K for the period ended December 31, 2009 which was originally filed on
March 30, 2010.
Our original annual report did not include reference to our disclosure
controls and procedures. This amendment includes a revised report in Item 8A
of our disclosure controls and procedures which we have reassessed and deemed
ineffective at the time of filing our original 10-K report.
All other disclosures and exhibits as filed in our Form 10-K filed on March
30, 2010 are hereby incorporated by reference. Accordingly, this Amendment
No. 2 should be read in conjunction with our other filings made with the
Securities and Exchange Commission ("SEC").
There are no other changes to the original Form 10-K, other than those
outlined in this document. This form 10-K/A Amendment No.2 does not reflect
events occurring after the filing of the original 10-K, nor does it modify
or update the disclosures therein in any way other than as required to
reflect the amendments set forth below.
BORDER MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 2009
FINANCIAL STATEMENTS
BORDER MANAGEMENT, INC.
(A Development Stage Company)
INDEX
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Page (s)
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Independent Auditors' Report . . . . . . . . . . . . . . . . . . . F-2
Financial Statements:
Balance Sheets as at December 31, 2009 and December 31, 2008 . . . F-3
Statement of Operations for the Cumulative Period from Inception
June 7, 2006, to December 31, 2009 . . . . . . . . . . . . . . . . F-4
Statement of Shareholders' Equity for the Cumulative Period from
Inception, June 7, 2006 to December 31, 2009 . . . . . . . . . . . F-5
Statement of Cash Flows for the Cumulative Period from Inception,
June 7, 2006 to December 31, 2009. . . . . . . . . . . . . . . . . F-6
Notes to Financial Statement . . . . . . . . . . . . . . . . . . . F-7
.F.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of:
Border Management, Inc.
We have audited the accompanying balance sheets of Border Management, Inc. as
at December 31, 2009 and 2008 and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2009 and cumulative for the period from June 7, 2006
(inception) to December 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as at December
31, 2009 and 2008 and the results of its operations and cash flows for each
of the three years in the period ended December 31, 2009 and cumulative for
the period from June 7, 2006 (inception) to December 31, 2009, in conformity
with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has limited capital and has suffered losses
from operations and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ UHY LDMB Advisors Inc.
--------------------------
UHY LDMB Advisors Inc.
Chartered Accountants
Surrey, British Columbia, Canada
March 29, 2010
.F-2.
Border Management, Inc.
(a development stage company)
Balance Sheets
As At As At
December 31 December 31
2009 2008
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ASSETS
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Current Assets:
Cash $ 1,747 $ 9,983
Refundable Taxes 249 664
------------ -------------
Total Assets $ 1,996 $ 10,647
============ =============
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LIABILITIES
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Current
Accounts payable and $ 31,641 $ 10,791
accrued liabilities ------------ -------------
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STOCKHOLDERS' DEFICIENCY
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Common stock, $.001 par value
Authorized: 50,000,000 shares
Issued: 14,050,000 shares 14,050 14,050
Preferred stock,$.001 par value
Authorized: 20,000,000 shares
Issued: Nil
Additional paid-in capital 128,626 128,626
Deficit accumulated during the
development stage (172,321) (142,820)
------------ -------------
Total stockholders' deficiency (29,645) (144)
------------ -------------
Total liabilities and stockholders'
deficiency $ 1,996 $ 10,647
============ =============
GOING CONCERN (Note 1)
The accompanying notes are an integral part of these financial statements.
APPROVED BY THE DIRECTORS:
/s/Evan Williams
----------------
Evan William
Director
/s/Leigh Anderson
-----------------
Leigh Anderson
Director
/s/ Solomon Nordine
-------------------
Solomon Nordine
Director
.F-3.
Border Management, Inc.
(a development stage company)
Statements of Operations
For the Year For the Year For the Year Period From
Ended Ended Ended June 7, 2006
Dec 31, 2009 Dec 31, 2008 Dec 31, 2007 (inception) to
Dec 31, 2009
----------------------------------------------------------------------------------------
REVENUE
Interest Revenue $ - $ 4,600 $ 9,741 $ 17,096
Operating Revenue - - - -
------------- ------------- --------------- --------------
Total Revenue $ - $ 4,600 $ 9,741 $ 17,096
============= ============= =============== ==============
EXPENSES
Advertising 333 167 746 1,247
Bank Charges 240 309 23 600
Foreign Currency
Loss 1,193 517 - 1,710
Listing and Share
Transfer fees 5,429 6,700 6,020 18,399
Management fees 4,961 39,841 17,441 62,243
Professional fees 14,864 29,611 16,759 88,177
Rent 2,481 10,155 4,405 17,041
------------- ------------- -------------- ---------------
Total Expenses 29,501 87,300 45,394 189,417
============= ============= ============== ===============
NET LOSS $ (29,501) $ (82,700) $ (35,653) $ (172,321)
============= ============= ============== ===============
Loss per share $ (0.00) $ (0.01) $ (0.00) $ (0.01)
(Note 2(f)) ============= ============= ============== ===============
Weighted average
number of shares
outstanding 14,050,000 14,050,000 14,050,000 13,480,737
============= ============= ============== ===============
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The accompanying notes are an integral part of these financial statements.
.F-4.
Border Management, Inc.
(a development stage company)
Statement of Stockholders' Equity
For the Period from June 7, 2006 (inception) to December 31, 2009
-----------------------------------------------------------------------------
Common stock
-------------- Deficit Acc. Total
Number Amount Additional During Devel- Stockholders
Of Shares Paid-in opment Stage Equity
Capital
--------- -------- ----------- --------------- -------------
Issue of Common 7,600,000 $ 7,600 $ 68,400 $ - $ 76,000
Stock for cash
On organization
Of the Company
Issue of Common 6,450,000 $ 6,450 $ 60,226 $ - $ 66,676
Stock for cash
Net loss for
Period - - - $ (24,467) $ (24,467)
--------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $ (24,467) $ 118,209
December 31,
2006
Net loss for
the period - - - (35,653) (35,653)
--------- -------- ----------- --------------- -------------
Balance
Dec 31,
2007 14,050,000 $14,050 $ 128,626 $ (60,120) $ 82,556
Net loss for
The period - - - (82,700) (82,700)
---------- -------- ----------- --------------- -------------
Balance
Dec 31,
2008 14,050,000 $14,050 $ 128,626 $(142,820) $ (144)
Net loss for
The period - - - (29,501) (29,501)
---------- -------- ----------- --------------- -------------
Balance
Dec 31,
2009 14,050,00 $14,050 $ 128,626 $(172,321) $(29,645)
=========== ======== =========== ================ ============
The accompanying notes are an integral part of these financial statements.
.F-5.
Border Management, Inc.
(a development stage company)
Statement of Cash Flows
For the Year For the Year For the Year Period from
Ended Ended Ended June 7,2006
Dec 31,2009 Dec 31,2008 Dec 31,2007 (inception) to
Dec 31, 2009
---------------------------------------------------------------------------------
CASH FLOWS (USED IN)
PROVIDED BY:
OPERATING ACTIVITIES
Net loss $ (29,501) $ (82,700) $ (35,653) $(172,321)
Adjustments to
reconcile net
loss to net cash
used in operating
activities:
Increase in
accounts receivable
and accrued
assets 416 2,269 (2,933) (249)
Increase (Decrease)
In accounts payable
and accrued
liabilities 20,849 84 (11,436) 31,641
----------- ---------- ----------- ------------
(8,236) (80,347) (50,022) (140,929)
=========== ========== =========== ============
INVESTING ACTIVITIES
Promissory note
receivable - 90,000 50,000 -
----------- ---------- ----------- ------------
FINANCING ACTIVITIES
Common stock
issued for cash: - - - 142,676
----------- ---------- ----------- ------------
DECREASE IN CASH (8,236) 9,653 (22) 1,747
----------- ---------- ----------- ------------
CASH, beginning 9,983 330 352 -
----------- ---------- ----------- ------------
CASH, ending $ 1,747 $ 9,983 $ 330 $ 1,747
=========== ========== =========== ============
SUPPLEMENTAL
INFORMATION
Cash paid during
the year to:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
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The accompanying notes are an integral part of these financial statements.
.F-6.
BORDER MANAGEMENT, INC.
(a development stage company)
December 31, 2009
1. 0RGANIZATION AND DEVELOPMENT STAGE ACTIVITIES
The Company was incorporated under the laws of the State of Nevada on June 7,
2006. The company purpose in the Articles of Incorporation is to engage in
any lawful activity or activities in the State of Nevada and throughout the
world. The Company will specialize in offering management and consulting
services to non-Canadian businesses, organizations and individuals wishing to
conduct business in Canada. As of December 31, 2009, the Company is
considered to be in the development stage as the Company is devoting
substantially all of its effort to establishing its new business and the
Company has not generated revenues from its business activities. The Company
has no cash flows from operations. The Company is currently seeking
additional funds through future debt or equity financing to offset future
cash flow deficiencies. Such financing may not be available or may not be
available on reasonable terms. The resolution of this going concern issue is
dependent on the realization of management's plans. If management is
unsuccessful in raising future debt or equity financing, the Company will be
required to liquidate assets and curtail or possibly cease operations.
2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States. Because a
precise determination of many assets and liabilities is dependent on future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework of
the accounting policies summarized below:
a .Cash and cash equivalents
The Company considers all short-term investments, including investments in
certificates of deposit, with a maturity date at purchase of three months
or less to be cash equivalents.
b .Revenue recognition.
Revenue is recognized on the sale and transfer of goods and services.
c .Foreign currencies
The functional currency of the Company is the United States dollar.
Transactions in foreign currencies are translated into United States dollars
at the rates in effect on the transaction date. Exchange gains or losses
arising on translation or settlement of foreign currency denomination
monetary items are included in the statement of operations.
d .Financial instruments
The Company's financial instruments consist of cash, promissory note
receivable, interest receivable, refundable taxes, and accounts payable and
accrued liabilities.
Management is of the opinion that the Company is not subject to significant
interest, currency or credit risks on the financial instruments included in
these financial statements. The fair market values of these financial
instruments approximate their carrying values.
e .Income taxes
The Company follows the asset and liability method of accounting for income
taxes. Under this method, current taxes are recognized for the estimated
income taxes payable for the current period.
Deferred income taxes are provided based on the estimated future tax effects
of temporary differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases as well as the benefit
of losses available to be carried forward to future years for tax purposes.
Deferred tax assets and liabilities are measured using enacted tax rates that
are expected to apply to taxable income in the years in which those temporary
differences are expected to be covered or settled. The effect of deferred tax
assets and liabilities of a change in tax rates is recognized in operations
in the period that includes the enactment date. A valuation allowance is
recorded for deferred tax assets when it is more likely than not that such
deferred tax assets will not be realized.
f .Loss per share
Basic loss per share is computed by dividing loss for the period available to
common stockholders by the weighted average number of common stock
outstanding during the period.
g .Recent accounting pronouncements
In June 2009, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 168 ("SFAS No. 168"), The
FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles-a replacement of FASB Statement No. 162. The
FASB Accounting Standards Codification ("Codification") will be the single
source of authoritative nongovernmental U.S. generally accepted accounting
principles ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is
effective for interim and annual periods ending after September 15, 2009. The
Codification does not change GAAP and did not have a material impact on the
Company's financial statements.
FASB ASC Topic 260, "Earnings Per Share." On January 1, 2009, the company
adopted new authoritative accounting guidance under FASB ASC Topic 260,
"Earnings Per Share," which provides that unvested share-based payment awards
that contain non-forfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall be included
in the computation of earnings per share pursuant to the two-class method.
FASB ASC Topic 320, "Investments - Debt and Equity Securities." New
authoritative accounting guidance under ASC Topic 320, "Investments - Debt
and Equity Securities," (i) changes existing guidance for determining whether
an impairment is other than temporary to debt securities and (ii) replaces
the existing requirement that the entity's management assert it has both the
intent and ability to hold an impaired security until recovery with a
requirement that management assert: (a) it does not have the intent to sell
the security; and (b) it is more likely than not it will not have to sell the
security before recovery of its cost basis. Under ASC Topic 320, declines in
the fair value of held-to-maturity and available-for-sale securities below
their cost that are deemed to be other than temporary are reflected in
earnings as realized losses to the extent the impairment is related to credit
losses. The amount of the impairment related to other factors is recognized
in other comprehensive income. The company adopted the provisions of the new
authoritative accounting guidance under ASC Topic 320 during the first
quarter of 2009. Adoption of the new guidance did not have a material impact
on the company's financial statements.
FASB ASC Topic 805, "Business Combinations." On January 1, 2009, new
authoritative accounting guidance under ASC Topic 805, "Business
Combinations," became applicable to the company's accounting for business
combinations closing on or after January 1, 2009. ASC Topic 805 applies to
all transactions and other events in which one entity obtains control over
one or more other businesses. ASC Topic 805 requires an acquirer, upon
initially obtaining control of another entity, to recognize the assets,
liabilities and any non-controlling interest in the acquiree at fair value as
of the acquisition date. Contingent consideration is required to be
recognized and measured at fair value on the date of acquisition rather than
at a later date when the amount of that consideration may be determinable
beyond a reasonable doubt. This fair value approach replaces the cost
allocation process required under previous accounting guidance whereby the
cost of an acquisition was allocated to the individual assets acquired and
liabilities assumed based on their estimated fair value. ASC Topic 805
requires acquirers to expense acquisition-related costs as incurred rather
than allocating such costs to the assets acquired and liabilities assumed, as
was previously the case under prior accounting guidance. Assets acquired and
liabilities assumed in a business combination that arise from contingencies
are to be recognized at fair value if fair value can be reasonably estimated.
If fair value of such an asset or liability cannot be reasonably estimated,
the asset or liability would generally be recognized in accordance with ASC
Topic 450, "Contingencies." Under ASC Topic 805, the requirements of ASC
Topic 420, "Exit or Disposal Cost Obligations," would have to be met in order
to accrue for a restructuring plan in purchase accounting. Pre-acquisition
contingencies are to be recognized at fair value, unless it is a non
contractual contingency that is not likely to materialize, in which case,
nothing should be recognized in purchase accounting and, instead, that
contingency would be subject to the probable and estimable recognition
criteria of ASC Topic 450, "Contingencies."
FASB ASC Topic 810, "Consolidation." New authoritative accounting guidance
under ASC Topic 810, "Consolidation," amended prior guidance to establish
accounting and reporting standards for the non-controlling interest in a
subsidiary and for the deconsolidation of a subsidiary. Under ASC Topic 810,
a non-controlling interest in a subsidiary, which is sometimes referred to as
minority interest, is an ownership interest in the consolidated entity that
should be reported as a component of equity in the consolidated financial
statements. Among other requirements, ASC Topic 810 requires consolidated net
income to be reported at amounts that include the amounts attributable to
both the parent and the non-controlling interest. It also requires
disclosure, on the face of the consolidated income statement, of the amounts
of consolidated net income attributable to the parent and to the non
controlling interest.
Further new authoritative accounting guidance under ASC Topic 810 amends
prior guidance to change how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a company is
required to consolidate an entity is based on, among other things, an
entity's purpose and design and a company's ability to direct the activities
of the entity that most significantly impact the entity's economic
performance. The new authoritative accounting guidance requires additional
disclosures about the reporting entity's involvement with variable-interest
entities and any significant changes in risk exposure due to that involvement
as well as its affect on the entity's financial statements. The new
authoritative accounting guidance under ASC Topic 810 is effective October 1,
2009 and is not expected to have a significant impact on the company's
financial statements.
FASB ASC Topic 820, "Fair Value Measurements and Disclosures." New
authoritative accounting guidance under ASC Topic 820,"Fair Value
Measurements and Disclosures," affirms that the objective of fair value when
the market for an asset is not active is the price that would be received to
sell the asset in an orderly transaction, and clarifies and includes
additional factors for determining whether there has been a significant
decrease in market activity for an asset when the market for that asset is
not active. ASC Topic 820 requires an entity to base its conclusion about
whether a transaction was not orderly on the weight of the evidence. The new
accounting guidance amended prior guidance to expand certain disclosure
requirements. The company adopted the new authoritative accounting guidance
under ASC Topic 820 in 2009. Adoption of the new guidance did not
significantly impact the company's financial statements.
Further new authoritative accounting guidance (Accounting Standards Update
No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair
value of a liability in circumstances in which a quoted price in an active
market for the identical liability is not available. In such instances, a
reporting entity is required to measure fair value utilizing a valuation
technique that uses (i) the quoted price of the identical liability when
traded as an asset, (ii) quoted prices for similar liabilities or similar
liabilities when traded as assets, or (iii) another valuation technique that
is consistent with the existing principles of ASC Topic 820, such as an
income approach or market approach. The new authoritative accounting guidance
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 the liability. The new authoritative accounting guidance under
ASC Topic 820 will be effective for our financial statements beginning
January 1, 2010 and is not expected to have a significant impact on the
company's financial statements.
FASB ASC Topic 825 "Financial Instruments." New authoritative accounting
guidance under ASC Topic 825,"Financial Instruments," requires an entity to
provide disclosures about the fair value of financial instruments in interim
financial information and amends prior guidance to require those disclosures
in summarized financial information at interim reporting periods. The new
interim disclosures required under Topic 825 had no impact on the company's
financial statements.
FASB ASC Topic 855, "Subsequent Events." New authoritative accounting
guidance under ASC Topic 855, "Subsequent Events," establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or available to
be issued. ASC Topic 855 defines (i) the period after the balance sheet date
during which a reporting entity's management should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in
its financial statements, and (iii) the disclosures an entity should make
about events or transactions that occurred after the balance sheet date. The
new authoritative accounting guidance under ASC Topic 855 did not have a
significant impact on the company's financial statements.
3.STOCKHOLDERS' DEFICIENCY:
Common Stock Offerings:
On June 7, 2006, the Company completed a private placement
offering of 7,600,000 common shares to its officers and directors
for $76,000.
On September 30, 2006, the Company completed a private placement
offering of 6,450,000 to its remaining founders for $66,676.
4.RELATED PARTY TRANSACTIONS
a.Included in accounts payable and accrued liabilities is (2009 - $12,595;
2008 - $2,191) owing to the president of the Company.
b.On April 1, 2007, a management agreement was entered into with JPI and all
management fees (2009 - $4,961; 2008 - $39,841) relate to this agreement.
Management fees for July 2009 to December 2009 have been waived.
c.Rental charges are paid on a month-to-month basis to JPI (2009 - $2,480;
2008 - $10,155). Rental charges for July 2009 to December 2009 have been
waived.
d.Professional fees include amounts attributed to S N Ventures Inc. (2009 -
$1,491; 2008 - $20,111), a company controlled by the Treasurer.
These amounts are recorded at the exchange amount based on the amounts paid
and/or received by the parties.
5.INCOME TAXES
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Deferred tax assets and liabilities:
----------------------------------------------------------------------------
Deferred tax assets: Dec 31,2009
Operating loss carry-forwards $ 58,589
Valuation allowance (58,589)
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Net Deferred tax asset $ -
============================================================================
Management believes that it is not more likely than not that it will create
sufficient taxable income sufficient to realize its deferred tax assets. It
is reasonably possible these estimates could change due to future income and
the timing and manner of the reversal of deferred tax liabilities. Due to its
losses, the Company has no income tax expense.
The Company has computed its 2009 operating loss carry-forwards for
income tax purposes to be $172,321.
.F-7.
ITEM 8A. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting. Our
internal control over financial reporting is a process that, under the
supervision of and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, was designed to
provide reasonable assurances regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect our transactions
and dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance
with authorizations of our management and our trustees; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material
effect on our financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
our controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
As management, it is our responsibility to establish and maintain adequate
internal control over financial reporting. As of December 31, 2009, under the
supervision and with the participation of our management, including our Chief
Executive Officer, we evaluated the effectiveness of our internal control
over financial reporting using criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO"). Based on our evaluation, we concluded that
the Company maintained effective internal control over financial reporting as
of December 31, 2009, based on criteria established in the Internal Control -
Integrated Framework issued by the COSO.
This annual 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 annual report.
Evaluation of disclosure controls and procedures. As of December 31, 2009,
the Company's chief executive officer and chief financial officer conducted
an evaluation regarding the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the
Exchange Act. Based upon the evaluation of these controls and procedures, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were ineffective as of the date of filing
this annual report applicable for the period covered by this report. We were
required to include our evaluation of disclosure controls and procedures in
our report of December 31, 2009 but failed to do so. Due to this omission,
we have reassessed our report and concluded our disclosure controls and
procedures were ineffective at the time of filing our report.
Changes in internal controls. During the period covered by this report, no
changes occurred in our internal control over financial reporting that
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Exhibits:
31.1 Certification by Chief Executive Officer pursuant to Sarbanes -
Oxley Section 302 (filed herewith)
31.2 Certification by Chief Financial Officer pursuant to Sarbanes -
Oxley Section 302 (filed herewith)
32.1 Certification by Chief Executive Officer pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2 Certification by Chief Financial Officer pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Border Management, Inc.
By: /s/ Evan Williams
---------------------
Evan Williams
Chief Executive Officer,
President
Date: August 9, 2010
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
/s/ Evan Williams Chief Executive Officer, August 9, 2010
----------------- President, Director
Evan Williams
/s/ Solomon Nordine Chief Financial Officer, August 9, 2010
------------------- Treasurer, Director
Solomon Nordine
