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EX-32.1 - EXHIBIT 32 - ARMADA ENTERPRISES LPexhibit32_ex32z1.htm
EX-31.2 - EXHIBIT 31.2 - ARMADA ENTERPRISES LPexhibit312_ex31z2.htm
EX-31.1 - EXHIIBIT 31.1 - ARMADA ENTERPRISES LPexhibit311_ex31z1.htm

          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED: March 31, 2016


COMMISSION FILE NUMBER: 000-55489



BIM HOMES, INC.


(Exact name of registrant as specified in its charter)


            Delaware                                                                                                         47-4184146

_______________________________                                                                ___________________

(State or other jurisdiction of                                                                                    (I.R.S. Employer

 incorporation or organization)                                                                                  Identification No.)

       

3136 Mission Gorge Road, Suite 111

San Diego, California 92120


Tel: (858) 459-1133

Fax: (858) 459-1103

(Address and telephone number of principal executive offices)


               

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                         Yes  /X/        No  / /


Indicate by check mark whether the registrant 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  /X/       No  / /


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]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).            

Yes  /X/        No  / /


The number of Registrant’s shares of common stock, $0.0001 par value, outstanding as of April 22, 2016 was 2,630,000.







ITEM 1.  FINANCIAL STATEMENTS



The un-audited quarterly financial statements for the period ended March 31, 2016, prepared by the company, immediately follow.








BIM HOMES, INC.

 BALANCE SHEETS

 

 

 

 

 

 

ASSETS

 March 31, 2016

December 31, 2015

 

(Unaudited)

 

Current Assets

 

 

Cash

 $                               -

 $                               -

Total Assets

 $                             -   

 $                             -   

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Liabilities

 

 

Accounts Payable

 $                             -   

 $                          750

Convertible Note Due to Shareholder

                        27,225

                        13,140

Total Liabilities

                        27,225

                        13,890

 

 

 

Stockholders' Equity (Deficit)

 

 

Preferred stock, $0.0001 par value, 20,000,000 shares

 

 

      authorized; no shares issued or outstanding

                                  -

                                  -

Common stock, $0.0001 par value, 100,000,000 shares

 

 

authorized; 2,590,000 shares issued and outstanding

 

 

as of December 31, 2015 and 2,630,000 shares issued

 

 

and outstanding as of March 31, 2016

                             263

                             259

Additional paid-in capital

                                -   

                                -   

Accumulated deficit

                      (27,488)

                      (14,149)

Total stockholders' equity (deficit)

                      (27,225)

                      (13,890)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $                             -   

 $                             -   

T

The accompanying footnotes are an integral part of these financial statements






BIM HOMES, INC.

STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

 

For the Three Months Ended March 31, 2016

For the Three Months Ended March 31, 2015

 

 

 

Revenue

$

$

-

Total Revenue

-

 

 

 

Expenses

 

 

General & Admin. Expenses

13,339 

 

Other Operating Expenses

-

Total Expenses

(13,339)

-

 

 

 

Net Income (loss)

$

(13,339)

$

-

 

 

 

Basic and Diluted Earnings Income (Loss) per Share

$

(0.005)

$

-

 

 

 

Weighted average shares - basic and diluted

2,611,538 

2,580,000


The accompanying footnotes are an integral part of these financial statements






BIM HOMES, INC.

 STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

 

For the Three Months Ended March 31, 2016

For the Three Months Ended March 31, 2015

 

 

 

OPERATING ACTIVITIES

 

 

Net Profit (Loss)

$

(13,339)

$

-

 

 

 

Adjustments to reconcile net income to cash

 

 

flows provided by operating activities:

 

 

Common stock issued for services

-

Changes in operating assets and liabilities

 

 

Accrued Liabilities

(750)

-

Net cash used in operating activities

(14,085)

-

 

 

 

CASH FLOWS (USED) BY INVESTING ACTIVITIES

 

 

Investing activities

-

Total cash (used) in investing activities

-

 

 

 

FINANCING ACTIVITIES

 

 

Proceeds from convertible note issuance

14,085 

-

Net cash from financing activities

14,085 

-

 

 

 

Net change in cash

-

 

 

 

Cash at beginning of period

-

 

 

 

Cash at end of period

$

$

-

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

 

 

Cash paid during period for :

 

 

     Interest

-

     Income Taxes

-



The accompanying footnotes are an integral part of these financial statements






 BIM HOMES, INC.

Notes to Financial Statements

March 31, 2016

(Unaudited)



NOTE 1. NATURE AND BACKGROUND OF BUSINESS


BIM Homes, Inc. ("the Company" or "the Issuer") was organized under the laws of the State of Delaware on March 6, 2014. The Company was established as part of the Chapter 11 reorganization of Pacific Shores Development, Inc. ("PSD"). Under PSD's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Southern District of California, the Company was incorporated to: (1) receive and own the interest which PSD had in a development business which focused on the construction of low cost homes;  and (2) issue shares  of  its  common  stock  to  PSD's  general  unsecured  creditors and its administrative creditors. The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations.



NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


a. BASIS OF PRESENTATION


The accompanying unaudited financial statements have been prepared in accordance with accounting  principles  generally  accepted in the United States of America ("GAAP"),  and include all the notes required by generally  accepted  accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of the financial statements have been included.


b. LOSS PER SHARE


The Company computes net loss per share in accordance with the FASB Accounting Standards Codification ("ASC"). The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.


Basic  loss per  share  amounts  is  computed  by  dividing  the net loss by the weighted  average number of common shares  outstanding.  The equity instruments such as warrants were not included in the loss per share calculations because the inclusion would have been anti-dilutive.


c. USE OF ESTIMATES


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


d. CASH and CASH EQUIVALENT


For  the  Balance  Sheet  and  Statements  of  Cash  Flows,  all  highly  liquid investments  with  maturity of three  months or less are  considered  to be cash equivalents.  The Company had no cash equivalents as of December 31, 2015.


e. INCOME TAXES






Income taxes are provided in accordance with the FASB Accounting Standards Classification.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


f. BASIC AND DILUTED NET LOSS PER SHARE


Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because the common stock equivalents resulting from the issuance of these convertible notes have not been included in the per share calculations because such inclusion would be anti-dilutive. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.


g. SHARE-BASED COMPENSATION


Codification topic 718 “Stock Compensation” requires that the cost resulting from all share-based transactions be recorded in the financial statements and establishes fair value as the measurement objective for share-based payment transactions with employees and acquired goods or services from non-employees. The codification also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted the codification upon creation of the Company and will expense share based costs in the period incurred. The Company has not adopted a stock option plan or completed a share-based transaction; accordingly, no stock-based compensation has been recorded to date.


h. IMPACT OF NEW ACCOUNTING STANDARDS


The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.



NOTE 3. GOING CONCERN


The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company’s ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.


The president and secretary have committed to advancing certain operating costs of the Company. The Company's future operations are dependent upon external funding and its ability to execute its business





plan, realize sales and control expenses.  Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time.  However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.



NOTE 4. COMMON STOCK AND PREFERRED STOCK


As of December 31, 2015 the authorized share capital of the Company consisted of 100,000,000 shares of common stock with $0.0001 par value, and 20,000,000 shares of preferred stock also with $0.0001 par value. No other classes of stock are authorized.


COMMON STOCK: As of March 31, 2016 there were a total of 2,630,000 common shares issued and outstanding.


The Company's first issuance of common stock, totaling 580,000 shares, took place on March 6, 2014 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S.  Bankruptcy Court in the matter of Pacific Shores Development, Inc. ("PSD"). The Court ordered the distribution of shares in the Company to all general unsecured creditors of PSD, with these creditors to receive their PRO RATA share (according to amount of debt held) of a pool of 80,000 shares in the Company.  The Court also ordered the distribution of shares in the Company to all administrative creditors of PSD, with these creditors to receive one share of common stock in the Company for each $0.10 of PSD's administrative debt which they held. A total of 500,000 shares were issued to PSD’s administrative creditors.


The Court also ordered the distribution of two million five hundred thousand warrants in the Company to all administrative creditors of PSD, with these creditors to receive five warrants in the Company for each $0.10 of PSD’s administrative debt which they held. These creditors received an aggregate of 2,500,000 warrants  consisting of 500,000 "A  Warrants"  each  convertible  into one share of common stock at an exercise price of $4.00;  500,000 "B Warrants" each convertible into one share of common  stock at an exercise  price of $5.00;  500,000  "C  Warrants"  each convertible  into one  share of  common  stock at an  exercise  price of  $6.00; 500,000 "D  Warrants"  each  convertible  into one share of common stock at an exercise price of $7.00;  and 500,000 "E Warrants" each  convertible  into one share  of  common  stock  at an  exercise  price  of  $8.00.  All warrants are exercisable at any time prior to August 30, 2016. As of the date of this report, no warrants have been exercised.


On March 6, 2014 the Company issued a total of 2,000,000 common shares to its President and director for services at par value.


On June 1, 2015 the Company issued a total of 10,000 common shares to its Secretary and Treasurer and a director for services at par value.


On February 11, 2016 the Company issued a total of 40,000 restricted shares of its common stock to five individuals: 20,000 restricted shares of its common stock to Konstantin Zecevic; 5,000 restricted shares of its common stock to Frances Munro; 5,000 restricted shares of its common stock to Joseph LeBlanc; 5,000 restricted shares of its common stock to Gluten Balaban Ugandan; and 5,000 restricted shares of its common stock to Muzeyyen Balaban. All of these issuances were for services at par value (0.0001 per share).


As a result of these issuances there were a total 2,630,000 common shares issued and outstanding, and a total of 2,500,000 warrants to acquire common shares issued and outstanding, at March 31, 2016.


PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of March 31, 2016 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.







NOTE 5. INCOME TAXES


The Company has had no business activity and made no U.S. federal income tax provision since its inception on March 6, 2014.



NOTE 6. RELATED PARTY TRANSACTIONS


As set forth in Note 4 above, on March 6, 2014 a total of 2,000,000 common shares were issued to the Company's President for services, and on June 1, 2015 a total of 10,000 common shares were issued to the Company’s Secretary and Treasurer for services.


During the year ended December 31, 2015 the President advanced a total of $13,140 to the Company to cover expenses and the Company issued the President three convertible notes totaling $13,140. During the three months ended on March 31, 2016 the President advanced a total of $14,085 to cover expenses and on that date the Company issued the President a fourth note, this one for the principal sum of $14,085. This note was also for a term of three years, was at zero interest, and was convertible into one share of common stock per $0.01 of loan principal. Thus the Note is convertible into a total of 1,408,450 shares of common stock. As a result of these four Note issuances there are now a total of $27,225 in Notes Payable to a related party, convertible into a total of 2,722,450 shares of common stock. As of March 31, 2016 no convertible had been converted.


The Company neither owns nor leases any real or personal property.  



NOTE 7. WARRANTS


On March 6, 2014 (inception), the Company issued 2,500,000 warrants exercisable into 2,500,000 shares of the Company's common stock.  These warrants were issued per order of the U.S.  Bankruptcy Court to the administrative creditors of PSD. These creditors received an aggregate of 2,500,000 warrants issued in the series and exercise prices as set forth above at Note 4. As of the date of this report, no warrants have been exercised.



NOTE 8. COMMITMENT AND CONTIGENTCY


There is no commitment or contingency to disclose during the period ended March 31, 2016.


 












ITEM 2.   

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

          

RESULTS OF OPERATIONS


The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended December 31, 2015.


FORWARD-LOOKING STATEMENTS


     

The discussion contained herein contains "forward-looking statements" that involve risk and uncertainties. These statements may be identified by the use of terminology such as "believes," "expects," "may," "should" or anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results could differ materially from those discussed in this report.


BUSINESS AND PLAN OF OPERATION


BIM Homes, Inc. (“the Company” or “the Issuer”) was organized under the laws of the State of Delaware on March 6, 2014 as part of the implementation of the Chapter 11 plan of reorganization of Pacific Shores Development, Inc. (“PSD”). PSD had been in the residential real estate development business and the predecessor of the issuer was a subsidiary of PSD engaged in the development of low cost single family homes on in-fill lot sites. Under PSD's Plan of Reorganization the Company was incorporated to: (1) receive and own the interest which PSD had in the development business which focused on the construction of low cost homes; and (2) issue shares of its common stock to PSD’s general unsecured creditors and its administrative creditors. While it remains possible that management will find opportunities for the Company in the low cost residential construction industry, management is currently engaged in a search for a business to enter or an existing company which it can acquire, merge with, or joint venture with, and this search is not limited to the real estate development and construction industry.


LIQUIDITY AND CAPITAL RESOURCES


As of March 31, 2016 we had no assets and we had liabilities totaling $27,225 and an accumulated deficit of $27,488. As of December 31, 2015 we had no assets and we had liabilities totaling $13,890 and we had an accumulated deficit of $14,149. As of March 31, 2015 we had no assets and no liabilities and an accumulated deficit of $258. Our only expenses in the three months ended March 31, 2016 were for professional, general, and administrative expenses which totaled $13,339. We had no revenues during the period. In the three months ended March 31, 2015 we had no expenses and no revenue. Our increase in liabilities from $0 at March 31, 2015 to $27,225 at March 31, 2016 was the result of general and administrative expenses related to our registration as a reporting issuer with the SEC and our application for DTC eligibility. We will, in all likelihood, sustain continued operating expenses without corresponding revenues, at least until we can complete a business combination with another company, and we will continue to depend upon shareholders, officers, and directors to make loans to the Company to meet any costs that may occur. All such advances will be interest-free.


RESULTS OF OPERATIONS


The Company has not yet realized any revenues or earnings from operations however, as noted above, it incurs ongoing expenses related to its SEC registration and status as a reporting issuer. We will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until we can complete a business combination with another company.








GOING CONCERN


The accompanying financial statements are presented on a going concern basis. The company's financial condition raises substantial doubt about the Company's ability to continue as a going concern. The Company has no cash and no other material assets and it has no operations or revenues from operations. It is relying on advances from officers and directors to meet its limited operating expenses.


OFF-BALANCE SHEET ARRANGEMENTS

  

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.




ITEM 4.     CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective for the same reasons that our internal control over financial reporting were not adequate.

 

INTERNAL CONTROL OVER FINANCIAL REPORTING


As indicated in our Form 10-K filed on March 11, 2016, our Principal Executive Officer and Principal Financial Officer concluded that our internal control over financial reporting was not effective during the 2015 fiscal year at the reasonable assurance level, as a result of a material weakness primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or GAAP.

 

We are currently in the process of evaluating the steps necessary to remediate this material weakness.


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There was no change in our internal control over financial reporting that occurred during the quarterly period ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.



 


 









PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


None.


ITEM 1A. RISK FACTORS


There have been no material changes to the risks to our business from those described in our Form 10-K as filed with the SEC on March 11, 2016.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


       

On February 11, 2016 the Company issued a total of 40,000 restricted shares of its common stock to five individuals: 20,000 shares to Konstantin Zecevic; 5,000 shares to Frances Munro; 5,000 shares to Joseph LeBlanc; 5,000 shares to Gluten Balaban Ugandan; and 5,000 shares to Muzeyyen Balaban. All of these issuances were for services at par value (0.0001 per share).


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. REMOVED AND RESERVED



ITEM 5. OTHER INFORMATION


None.




ITEM 6. - EXHIBITS


No.

Description

---

-----------

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


31.2

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the

Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101

The following materials from the Company’s Quarterly Report on Form 10-Q for

the quarter ended March 31, 2016, formatted in XBRL (extensible Business Reporting Language); (i) Balance Sheets at March 31, 2016 and December 31, 2015, (ii) Statement of Operations for the three months ended March 31, 2016 and 2015, (iii) Statement of Cash Flows for the three months ended March 31, 2016 and 2015, and (iv) Notes to Financial Statements.

                             











SIGNATURES


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


Date: April 25, 2016                


BIM HOMES, INC.



                                   By: /s/ Daniel Masters

                                       _________________________________

                                       Daniel Masters

                                       President, CEO and Director



                                   By: /s/ Howard Behling

                                       _________________________________

                                       Howard Behling

                                       CFO and Director