UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended April 30, 2015

 

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

 

For the transition period from ___________ to ___________.

 

Commission File Number: 333-177823

 

BRK, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		26-2840468
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification Number)

 

3871 S. Valley View Blvd., Unit 70, Las Vegas, NV 89103

(Address of principal executive offices)(Zip Code)

 

Registrant's telephone number, including area code: (702) 572-8050

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Name of each exchange on which registered: None.

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark if the registrant is a small-seasoned issuer, as defined in Rule 405 of the Securities Act ¨ Yes  x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act ¨ Yes  x No

 

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 such shorter period of 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 checkmark 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 previous 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes x No ¨

 

Indicate by checkmark if disclosure of delinquent filers to Item 405 of Regulation S-K (§229.405) is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. ¨

 

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

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act,) Yes x No ¨

 

The number of shares outstanding of the Company's $.001 Par Value Common Stock as of July 29, 2015 was 4,308,320. The aggregate number of shares of the voting stock held by non-affiliates on October 31, 2014 was 1,808,320 with a value of $13,562,400. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant has been deemed affiliates.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

 

PART I

 

ITEM 1: BUSINESS

 

BRK Inc. (The Company) was incorporated in the State of Nevada on May 22, 2008.

 

The Company has designed a unique solution to a common household problem; broken vertical blinds. The Company has also designed and built a machine to manufacture the solution, which is our product: The Blind Repair Kit. Preliminary market testing indicates consumer acceptance although further and more extensive offerings are needed to confirm initial results.

 

The blind repair kit product consists of a specially made plastic mold that provides seamless, invisible repairs for vertical blinds that has had their "hanging hole" ripped. It allows the blind owner to extend the life of the blind vane and eliminates the need to special order or replace blinds due to damage. The Blind Repair Kit is manufactured in the US in our own facility, allowing us to monitor quality and delivery dates.

 

ITEM 2: DESCRIPTION OF PROPERTIES

 

The Company does not have any office or warehouse space but uses space of the President free of charge.

 

ITEM 3: LEGAL PROCEEDINGS

 

None

 

ITEM 4: MINE SAFETY DISCLOSURES

 

None

 

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

 

Our shares of common stock are currently trading on the Over the Counter Market under the Symbol "BRKK". Our shares of common stock were initially approved for quotation on the OTC Bulletin Board on October 14, 2014. The following quotations, obtained from www.nasdaq.com, reflect the high and low bids for our common shares.

 

The high and low bid prices of our common stock for the periods indicated below are as follows:

 

Quarter Ended		High				Low
April 30, 2015			7.50				7.50
January 31, 2015			7.50				7.50
October 31, 2014			7.50				0.06
July 31, 2014			0.06				0.06
April 30, 2014			0.06				0.06
January 31, 2014			0.06				0.06
October 31, 2013			0.06				0.06
July 31, 2013			0.06				0.06

 

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

 

2

 

Holders

 

As of July 10, 2015, there were approximately 52 holders of record of our common stock. As of such date, 18,064,600 common shares were issued and outstanding.

 

Our transfer agent is Globex Transfer, Inc. Their mailing address is 780 Deltona Blvd, Suite 202, Deltona, FL 32725 and their telephone number is (813) 344-4490.

 

Equity Compensation Plans

 

None

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended April 30, 2015.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

None

 

ITEM 6: SELECT FINANCIAL DATA

 

Not applicable.

 

ITEM 7: MANGEMENT DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Forward looking view may not prove accurate

 

When used in this Form 10-K, the words "anticipated", "estimate", "expect", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions including the possibility that the Company will fail to generate projected revenues. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

 

Overview

 

The following discussion of the financial condition, changes in financial condition and results of operations of the Company for the fiscal year ended April 30, 2015 should be read in conjunction with the financial statements of the Company and related notes included therein.

 

The Company has designed a unique solution to a common household problem: ripped vertical blinds. The Company has also designed and built a machine to manufacture the solution, which is our product: The Blind Repair Kit. Preliminary market testing indicates consumer acceptance although further and more extensive offerings are needed to confirm initial results.

 

3

 

The blind repair kit product consists of a specially made plastic mold that provides seamless, invisible repairs for vertical blinds that has had their "hanging hole" ripped. It allows the blind owner to extend the life of the blind vane and eliminates the need to special order or replace blinds due to small damage. The Blind Repair Kit is manufactured in the US in our own facility, allowing us to monitor quality and delivery dates.

 

Although only preliminary marketing has been conducted to date, initial results are encouraging. The Company intends to intensify our marketing efforts through a newly designed website, and by hiring a commissioned based sales force (negotiations are in progress). The Company has also ensured that is compliant with major retail outlet buying processes.

 

The Company has identified a market opportunity for vertical blind repair kits in the blind repair industry. The Company has several competitors, such as Fix My Blinds, Fix a Slat, and Shop Home Trends, all of whom appear to already sell blind repair kits. Existing or new competitors may enter this segment of the blind repair kit industry with superior repair kits or solutions, thus rendering our blind repair kit obsolete and nullifying our competitive advantage at the time, if any. There may be manufacturers in certain vertical markets, such as the manufacturers of entire vertical blinds systems, could enter the blind repair kit industry and has financial, technical, manufacturing or marketing capacities superior to our own or has long standing business relationships with homeowners, our primary potential customers.

 

To date the Company has generated minimal revenues, and has relied on equity and debt financing.

 

Liquidity and Capital Resources

 

Since inception, the Company's most significant change in liquidity or capital resources or stockholders' equity has been receipts of proceeds from offerings of its capital stock and debt. The Company's balance sheet as of April 30, 2015 reflects the issuance of convertible debt of $122,589 and other debt issued of $97,440 which is not convertible. The convertible debt outstanding of $75,089 is convertible into 15,017,800 shares at $0.005 per share and $10,000 into 200,000 shares at $0.05 per share. The debt is payable on demand and does not bear interest. The Convertible debt outstanding of $37,500 is convertible at $0.20 per share and bears interest of 8% per annum.

 

The Company anticipates expanding its business in 2015 through the production and marketing of its blind repair kit. The Company has developed and tested its unique machine and invested in specialty molds to make the raw material necessary for the machine to produce its products.

 

At April 30, 2015, the Company had negative working capital of $298,626 which consisted of current assets of $1,855 and current liabilities of $300,481. The current liabilities of the Company at April 30, 2015 are composed primarily short term debt of $97,440, convertible notes payable of $122,589, accounts payable and accrued expenses of $8,262 and accrued compensation related party of $72,190.

 

Cash flows used in operating activities during the year ending April 30, 2015 was $25,999 compared to cash flow used of $38,356 for the same period in 2014. This represents a positive change of $12,357. The primary factor to the change was accrued compensation plus a decrease in inventory.

 

Cash flows used in investing activities for the year ended April 30, 2015 and 2014 was zero.

 

Cash flows provided by financing was $16,850 for the year ended April 30, 2015 compared to $44,350 for the same period in 2014. The 2015 financing included the issuance of debt and the activity in 2014 included the issuance of debt and sale of common stock.

 

As of April 30, 2015, the Company had assets of $9,941 and liabilities of $300,481. Stockholders' deficit as of April 30, 2015 was $290,540 compared to a deficit of $230,852 as of April 30, 2014. Liabilities increased in 2015 due to the issuance of debt to pay for the development and ongoing operations of the Company. The Company will attempt to carry out its plan of business as discussed above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan. The Company will need additional capital to fund that proposed operation.

 

4

 

Need for additional Financing

 

The Company's existing capital may not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.

 

No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any funds will be available to the Company to allow it to cover its expenses.

 

The Company might seek to compensate providers of services by issuances of stock in lieu of cash.

 

Results of Operations

 

The Company engaged in limited operations and attempted to develop the equipment necessary to make the products. For the year ended April 30, 2015, the Company had revenue of $112 as compared to $7,000 in the same period in 2014. Cost of goods sold was zero as of April 30, 2015 compared to $3,220 in 2014. For the year ended April 30, 2015, the Company had operating expenses of $59,050 and a net loss of $59,688. For the year ended April 30, 2014, the Company had operating expenses of $81,809 with a net loss of $78,029.

 

The primary expenses for the Company includes consulting, legal and cost related to the development of the equipment necessary to manufacture their products. During the year ended April 30, 2015 the Company incurred professional legal, filing and accounting fees of $20,181, compensation for related parties of $30,000, and other normal business costs of $8,869 along with other expense of $750. During the same period ending in 2014 professional legal and accounting fees were $32,200, compensation for related parties $30,400, rent of $8,255 and other normal business costs of $10,954.

 

ITEM 8: FINANCIAL STATEMENTS

 

Financial statements are audited and included herein beginning on Exhibit 1, page F-1 and are incorporated herein by this reference.

 

ITEM 9: CHANGE IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There are no disagreements with accountants on accounting and financial disclosure during the relevant period.

 

5

 

ITEM 9A: CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, The Company carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO has concluded that the Company's disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which the Company views as an integral part of our disclosure controls and procedures.

 

Changes in Internal Controls over Financial Reporting

 

The Company has not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

6

 

Management's Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of 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 controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

The material weaknesses relate to the following:

 

- Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Chief Executive Officer. Our President does not possess accounting expertise and our company does not have an audit committee.

 

- Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Chief Financial Officer and the work is not reviewed by anyone.

 

These weaknesses are due to the company's lack of working capital to hire additional staff. To remedy the material weaknesses, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

 

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 the attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

 

ITEM 9B: OTHER INFORMATION

 

None

 

7

 

PART III

 

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

 

Identification of Directors and Executive Officers of the Company

 

The following individuals currently serve as our executive officers and directors:

 

Name		Age		Positions
Brian Keasberry		53		President, Treasurer, Secretary and sole Director

 

Brian Keasberry - President, Treasurer, Secretary and sole Director

 

Mr. Keasberry has served as our President, Treasurer, Secretary and sole Director since our formation on May 22, 2008. From February 2007 until January 2008, Mr. Keasberry was employed by VisionXpo in Las Vegas, Nevada, where he worked part-time assembling and dismantling displays, booths and exhibits for trade shows in Las Vegas. From June 2003 until January 2007, Mr. Keasberry worked independently on his blind repair kit invention. From December 1996 until June 2003, Mr. Keasberry owned and operated his own carpet cleaning business, Carpet Care Solutions, in Calistoga and Palmdale, California.

 

Term of Office

 

Our director serves for a term on our Board of Directors until the next annual meeting of shareholders, until his successor shall has been elected and qualified, or until his earlier resignation, death or removal from office in accordance with the provisions of the Nevada Revised Statues. Our officer is appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

 

Conflict of Interest

 

The Officer and Director of the Company will devote most of his time to the Company however; there will be occasions when the time requirements of the Company's business conflict with the demands of their other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.

 

There is no procedure in place which would allow the Officer and Director to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner which they consider appropriate.

 

The Company's Officer and Director may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the Company's Officer and Director which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company's Officer and Director, to acquire their shares, creates a potential conflict of interest for them in satisfying their fiduciary duties to the Company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the Company and the Company's other shareholders, rather than their own personal pecuniary benefit.

 

Identification of Certain Significant Employees - The Company is dependent on its sole officer and director Brian Keasberry.

 

8

 

ITEM 11: EXECUTIVE COMPENSATION

 

The following table sets forth the office and director compensation as of April 30, 2015:

 

				Fees												Non-Equity				Nonqualified
				Earned												Incentive				Deferred
				Paid in				Stock				Option				Plan				Compensation				All Other
Name		Years		Cash ($)				Awards ($)				Awards ($)				Compensation ($)				Earnings ($)				Compensation ($)				Total ($)
Brian Keasberry(1)		2015			30,000				--				--				--				--				--				30,000
		2014			30,150				--				--				--				--				--				30.150
		2013			13,100				--				--				--				--				--				13,100

 

(1) Mr. Keasberry is the sole officer and director of the Company and has accrued $72,190 of unpaid salary as of April 30, 2015

 

Certain Relationships and Related Transactions

 

On May 22, 2008, the Company issued to Brian Keasberry, our President, Treasurer, Corporate Secretary and Sole Director, 1,275,000 shares of common stock in consideration for being a co-founder the Company.

 

The Company has not entered into any other transaction, nor are there any proposed transactions, in which our directors and officers, or any significant stockholder, or any member of the immediate family of any of the foregoing, had or is to has a direct or indirect material interest.

 

The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's directors or executive officers.

 

The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer's employment or from a change-in-control of the Company or a change in such executive officer's responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.

 

During the last completed fiscal year, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.

 

The Company has no written employment agreements.

 

Termination of Employment and Change of Control Arrangement - Except as noted herein, the Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any individual named above from the latest or next preceding fiscal year, if such plan or arrangement results or will result from the resignation, retirement or any other termination of such individual's employment with the Company, or from a change in control of the Company or a change in the individual's responsibilities following a change in control.

 

9

 

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following information table sets forth certain information regarding our common stock owned on April30, 2015 by (i) each person who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group:

 

				Number of Shares Owned				Percent of
Title of Class		Name and Address of Beneficial Owner (2)		Beneficially (3)				Class Owned
Common Stock:		Brian Keasberry, President, Treasurer, Corporate Secretary and Director (1)			1,275,000				29.6	%
Common Stock:		Melissa Carroll			1,225,000				28.4	%
All executive officers and directors as a group (one person)					1,275,000				29.6	%

_________

(1) Unless otherwise indicated, the stockholder listed possesses sole voting and investment rights with respect to the shares shown, subject to applicable community property laws, and the mailing address for each beneficial owner is 3871 S. Valley View Blvd., Unit 70, Las Vegas, Nevada 89103.

 

(2) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting proxy which includes the proxy to vote, or to direct the voting of shares; and (ii) investment proxy, which includes the proxy to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the proxy to vote or the proxy to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of April 30, 2015, there are 4,308,320 shares of our common stock issued and outstanding. The Company also has outstanding convertible promissory notes in an aggregate principal amount of $ 75,089, which may convert at any time into an aggregate of 15,017,880 shares of common stock, at a conversion rate of $0.005 per share and 200,000 shares of common stock at $0.05 per share and 157,500 shares of common stock at a conversion rate of $0.20per shares for a total of 15,375,380 shares of common stock.

 

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

On February 1, 2013 the Company increased the officer's salary to $2,500 per month. As of April 30, 2015 and 2014, the Company has accrued $72,190 and $43,485, respectively, in unpaid fees to the officer.

 

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our financial statements and other professional services rendered by our independent registered public accounting firm MaloneBailey, LLP, Certified Public Accountants and Consultants.

 

		2015				2014
Audit fees		$	10,400			$	10,900
Audit related fees			--				--
Tax fees			--				--
All other fees			--				--

 

10

 

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

 

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.

 

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)	Financial Statements and Schedules

 

The following financial statements and schedules are filed as part of this report:

 

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of April 30, 2015 and 2014	F-2
Statements of Operations for the Years Ended April 2015 and 2014	F-3
Statement of Stockholders' Deficit for Years Ended April 30, 2015 and 2014	F-4
Statements of Cash Flows for the Years Ended April 30, 2015 and 2014	F-5
Notes to the Financial Statements	F-6

 

Exhibits filed with this Report

 

Exhibits required by Item 601 of Regulation S-K. The following exhibits are filed as a part of, or incorporated by reference into, this Report.

 

Exhibit
Number		Description
31.1*		Certifications Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		XBRL Interactive Data Files

__________

* Exhibit filed herewith

 

11

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 29, 2015

 

	BRK, INC.
	By:	/s/ Brian Keasberry
		Brian Keasberry, Chief Executive Officer
		Chief Financial Officer

 

12

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

BRK, Inc.

Las Vegas, Nevada

 

We have audited the accompanying balance sheets of BRK, Inc. (the "Company") as of April 30, 2015 and 2014 and the related statements of operations, stockholders' deficit and cash flows for the years then ended. 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 audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about 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 audits 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 audits provide 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 of April 30, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and negative operating cash flows which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

July 29, 2015

 

F-1

 

BRK, INC.

BALANCE SHEETS

 

	April 30,
		2015				2014
ASSETS
Current Assets
Cash and cash equivalents		$	1,047			$	10,196
Inventory			808				808
Total Current Assets			1,855				11,004
Fixed assets
Production equipment, net of accumulated depreciation of $15,804 and $10,536 respectively			8,086				13,354
Total Assets		$	9,941			$	24,358
LIABILITIES
Current Liabilities
Accounts payable and accrued expense		$	8,262			$	8,546
Accrued compensation – related party			72,190				43,485
Convertible notes payable – related party			7,089				7,089
Convertible notes payable			115,500				78,000
Short term debt - related party			50,540				38,690
Short term debt			46,900				79,400
Total Current Liabilities			300,481				255,210
Total Liabilities			300,481				255,210
SHAREHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding as of April 30, 2015 and 2014			--				--
Common stock, $0.001 par value 100,000,000 shares authorized; 4,308,320 shares issued and outstanding, as of April 30, 2015 and 2014			4,308				4,308
Additional paid in capital			29,742				29,742
Accumulated deficit			(324,590	)			(264,902	)
Total Stockholders' Deficit			(290,540	)			(230,852	)
Total Liabilities and Stockholders' Deficit		$	9,941			$	24,358

 

The accompanying notes are an integral part of these financial statements.

 

F-2

 

BRK, INC.

STATEMENTS OF OPERATIONS

 

	Year Ended April 30,
		2015				2014
Revenues
Sales		$	112			$	7,000
Cost of Goods			--				3,220
Gross Margin			112				3,780
Operating expenses
Depreciation			5,268				5,268
General and administrative expenses			53,782				76,541
Loss from operations			(58,938	)			(78,029	)
Other expense			750				--
Net loss		$	(59,688	)		$	(78,029	)
Basic and diluted loss per share		$	(0.01	)		$	(0.02	)
Weighted average number of shares outstanding: basic and diluted			4,308,320				4,308,320

 

The accompanying notes are an integral part of these financial statements.

 

F-3

 

BRK, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For The Years Ended April 30, 2015 and 2014

 

		Common Stock							Additional Paid-In				Accumulated				Total Stockholders' Equity
		Shares			Amount				Capital				Deficit				(Deficit)
Balance at April 30, 2013		4,308,320			$	4,308			$	29,742			$	(186,873	)		$	(152,823	)
Net loss		--				--				--				(78,029	)			(78,029	)
Balance at April 30, 2014		4,308,320				4,308				29,742				(264,902	)			(230,852	)
Net loss		--				--				--				(59,688	)			(59,688	)
Balance at April 30, 2015		4,308,320			$	4,308			$	29,742			$	(324,590	)		$	(290,540	)

 

The accompanying notes are an integral part of these financial statements.

 

F-4

 

BRK, INC.

STATEMENTS OF CASH FLOWS

For Years Ended April 30, 2015 and 2014

 

		2015				2014
Cash flows from operating activities:
Net loss		$	(59,688	)		$	(78,029	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			5,268				5,268
Changes in operating assets and liabilities:
Prepaid expense			--				700
Accounts payable and accrued expense			(284	)			2,103
Inventory			--				3,222
Accrued compensation-related party			28,705				28,380
Net cash used in operating activities			(25,999	)			(38,356	)
Cash flows from financing activities:
Proceeds from borrowings on debt			5,000				24,480
Proceeds from borrowings on debt- related party			12,000				9,870
Principal payments on debt – related party			(150	)			--
Proceeds from convertible debt			--				10,000
Net cash provided by financing activities			16,850				44,350
Net increase (decrease) in cash			(9,149	)			5,994
Cash – beginning of year			10,196				4,202
Cash – end of year		$	1,047			$	10,196
SUPPLEMENT DISCLOSURES:
Interest paid		$	--			$	--
Income taxes paid		$	--			$	--
Noncash financing and investing activities:
Payment of AP by third parties		$	--			$	3,700
Short term notes exchanged for convertible notes		$	37,500			$	--

 

The accompanying notes are an integral part of these financial statements.

 

F-5

 

BRK, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 – NATURE OF BUSINESS

 

BRK, Inc. ("BRK" or "the Company") was incorporated on May 22, 2008 as a Nevada corporation. The Company has developed a product for the repair of hanging vertical blinds. As part of this development the Company has completed the development and is building a machine to make the parts for blind repair that it is selling. The development and testing of the machine is near completion with production and marketing of the product to begin in the very near future.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

 

Presentation

 

The Company has elected to adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to exploration stage.

 

Cash and Cash Equivalents

 

BRK considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

Inventories

 

Inventories are stated at the lower of cost of market using the first-in, first-out (FIFO) cost method of accounting.

 

F-6

 

Property and Equipment

 

Property and equipment is presented at cost less accumulated depreciation. Expenditures for renewals and improvements are capitalized and depreciated, while repairs and maintenance are charged to expense as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in current operations. There were no disposals for the years ended April 20, 2015 and 2014.

 

Impairment of long-lived assets

 

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value.

 

Basic and diluted net income per share

 

Basic and diluted net income per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted net income per share is the same due to the absence of common stock equivalents.

 

Income Taxes

 

BRK recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. BRK provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

 

Beneficial Conversion Features

 

The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

 

Recently Issued Accounting Pronouncements

 

BRK does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

 

F-7

 

NOTE 3 – GOING CONCERN

 

As shown in the accompanying financial statements, BRK has an accumulated deficit of $324,590 as of April 30, 2015 and incurred a loss from operations of $59,688 for the year ended April 30, 2015. Unless profitability and increases in stockholders' equity continues, these conditions raise substantial doubt as to BRK's ability to continue as a going concern. The April 30, 2015 financial statements do not include any adjustments that might be necessary if BRK is unable to continue as a going concern.

 

BRK continues to review its expense structure reviewing costs and their reduction to move towards profitability. The Company's expenses are planned to decrease resulting in profitability and increased shareholders' equity.

 

NOTE 4 – MAJOR CUSTOMER

 

One different customer accounted for 100% of revenues during each year ended April 30, 2015 and 2014. In 2014 it was a single sale of blind repair units to an established third party creditor, 0985358 BC Ltd ("customer"). The customer has asked the company to hold the inventory at the company's location until the customer requests it.

 

NOTE 5 – INCOME TAXES

 

The Company follows Accounting Standards Codification 740, Accounting for Income Taxes.

 

The Company did not have taxable income for the years ended April 30, 2015 or 2014.The Company's deferred tax assets consisted of the following as of April 30, 2015 and 2014:

 

		2015				2014
Total deferred tax asset			113,606				92,716
Valuation allowance			(113,606	)			(92,716	)
Net deferred tax asset		$	-			$	-

 

The Company had a net loss of $59,688 for the year ended April 30, 2015 and $78,029 for the same period in 2014. As of April 30, 2015, the Company's net operating loss carry forward was $324,590 that will begin to expire in the year 2033.

 

NOTE 6 – RELATED PARTY TRANSACTION

 

On February 1, 2013 the Company increased the officer's salary to $2,500 per month. As of April 30, 2015 and 2014, the Company has accrued $72,190 and $43,485, respectively, in unpaid fees to the officer.

 

NOTE 7 – FIXED ASSETS

 

The Company developed a machine to manufacture repair parts to repair hanging venetian blinds. In addition, the Company has purchased molds from an outside vendor for $3,700 to extrude the product necessary to manufacture their product. As the machine and mold are ready to be put into production, the assets have been classified as a fixed asset and will be depreciated over the estimated useful life of 5 years. The Company incurred depreciation of $5,268 in both years ended on April 30, 2015 and 2014.

 

The net fixed assets as of April 30:

 

	Equipment
	2015				2014
Equipment		23,890				23,890
Depreciation		(15,804	)			(10,536	)
Net		8,086				13,354

  

F-8

 

NOTE 8 – CONVERTIBLE NOTES PAYABLE

 

On April 29, 2014 the Company issued $10,000 in a convertible note to one individual. The note is payable on demand and bears no interest and is convertible by the holder at $0.05 per share.

 

As of April 30, 2015 and 2014 the Company owes $68,000 and $68,000, respectively, to multiple convertible promissory note holders. These notes bear interest at 0%, are due on demand and are unsecured. The notes are convertible at $0.005 into the Company's common stock.

 

On February 2, 2015 two demand notes totaling $37,500 were converted from demand notes to one year convertible notes. The notes are convertible until February 1, 2016. As the convertible notes were issued in exchange for the demand notes without further consideration, the issuance may be consider a dilutive issuance and require an adjustment to the conversion price at time of conversion and issuance of common stock for the convertible notes. The two convertible notes bear interest of 8% per annum and convertible to common stock at $0.20 per share.

 

As of April 30, 2015 and 2014 the Company owed $115,500 and $78,000, respectively, in non-related party convertible promissory notes.

 

The Company analyzed the conversion option for derivative accounting and beneficial conversion features consideration under ASC 815-15 "Derivatives and Hedging" and ASC 470-20 "Convertible Securities with Beneficial Conversion Features" and noted none.

 

NOTE 9 – CONVERTIBLE NOTES PAYABLE RELATED PARTY

 

As of April 30, 2015 and 2014, the Company owes $7,089 in convertible related party notes. The notes bear interest at 0%, are due on demand and are unsecured. The notes are convertible at $0.005 into the Company's common stock.

 

The Company analyzed the conversion option for derivative accounting and beneficial conversion features consideration under ASC 815-15 "Derivatives and Hedging" and ASC 470-20 "Convertible Securities with Beneficial Conversion Features" and noted none.

 

NOTE 10 – NOTES PAYABLE

 

During the year ended April 30, 2014, the Company borrowed $28,200 from non-related parties. Of this amount, $3,700 was for expenses paid on behalf of the Company. The notes are due on demand and bear no interest. As of April 30, 2014 total notes payable non-related parties due was $79,400.

 

During the year ended April 30, 2015, the Company borrowed $5,000 from non-related parties. The notes are due on demand and bear no interest.

 

On February 2, 2015 two demand notes totaling $37,500 were converted from demand notes to one year convertible notes.

 

As of April 30, 2015, total notes payable non-related parties due was $46,900.

 

F-9

  

NOTE 11 – NOTES PAYABLE RELATED PARTY

 

During the year ended April 30, 2014 the Company received $9,870 from one related party.

 

During the year ended April 30, 2015 the Company received $12,000 from two related parties and repaid $150 to one related party. As of April 30, 2015 and 2014, $50,540 and $38,690, respectively, was due to the related party.

 

These notes are unsecured, non-interest bearing, and due on demand.

 

NOTE 12 – SUBSEQUENT EVENTS

 

On June 15, 2015 the Company issued a note for $18,000 in cash. The note is on demand and bears interest at 12% per annum.

 

 

F-10

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