EXTREME BIODIESEL, INC. - Quarter Report: 2010 September (Form 10-Q)

a6509415.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-Q

Quarterly Report Under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For the quarterly period ended September 30, 2010

Commission File Number: 333- 152837

BookMerge Technology, Inc.

(Exact Name of Issuer as Specified in Its Charter)

Nevada	3555	36-4627722
State of Incorporation	Primary Standard Industrial Employer Classification Code Number #	I.R.S. Identification No.

1350 W. Horizon Ridge Drive

Suite 1922

Henderson, Nevada 89014

Phone (828) 702-7687

(Address and Telephone Number of Issuer's Principal Executive Offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the 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 o

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


Large Accelerated Filer o	Non-Accelerated Filer o
	(Do not check if a smaller reporting company)

Accelerated Filer o	Smaller reporting company x

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

YES o NO X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, 15(d) of the Exchange Act after the distribution of the securities under a plan confirmed by a court. YES x NO o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date. As of November 1, 2010, the registrant had 80,080,500 shares of common stock, $0.001 par value, issued and outstanding.

Transitional Small Business Disclosure Format (Check one): YES o NO x

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited- Prepared by Management)

BOOK MERGE TECHNOLOGY, INC.

(F.K.A. BIGWEST ENVIRONMENTAL, INC.)

(A DEVELOPMENT STAGE ENTERPRISE)

Unaudited Financial Statements

For the Three Months Ended September 30, 2010 and 2009, and the

Period of February 28, 2008 (Inception) to September 30, 2010

BOOK MERGE TECHNOLOGY, INC.

(F.K.A. BIGWEST ENVIRONMENTAL, INC.)

(A DEVELOPMENT STAGE ENTERPRISE)

Unaudited Financial Statements

For the Three Months Ended September 30, 2010 and 2009, and the

Period of February 28, 2008 (Inception) to September 30, 2010

TABLE OF CONTENTS

	Page(s)
Balance Sheets as of September 30, 2010 and June 30, 2010	1

Statements of Operations for the three months ended September 30, 2010 and 2009, and the period of February 28, 2008 (inception) to September 30, 2010	2

Statements of Cash Flows for the three months ended September 30, 2010 and 2009, and the period of February 28, 2008 (inception) to September 30, 2010	3

Notes to Unaudited Financial Statements	4

BOOK MERGE TECHNOLOGY, INC.
(f.k.a. BIGWEST ENVIRONEMNTAL, INC.)
(A Development Stage Enterprise)
Balance Sheets

	September 30, 2010			June 30, 2010


	(unaudited)
ASSETS
Current assets
Cash	$	13,884		$	84,492
Total current assets		13,884			84,492

Total assets	$	13,884		$	84,492

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	51,793		$	38,887
Related party payables		17,755			17,755
Total current liabilities		69,548			56,642

Notes payable		49,918			99,918

Total liabilities		119,466			156,560

Stockholders' Deficit
Common stock, $.001 par value; 200,000,000 shares authorized, 80,090,500 issued and outstanding at September 30 and June 30, 2010		80,091			80,091
Additional paid in capital		(26,926	)		(26,926	)
Deficit accumulated during the development stage		(158,747	)		(125,233	)
Total stockholders' deficit		(105,582			(72,068	)

Total liabilities and stockholders' deficit	$	13,884		$	84,492

See accompanying notes to unaudited financial statements

BOOK MERGE TECHNOLOGY, INC.
(f.k.a. BIGWEST ENVIRONEMNTAL, INC.)
(A Development Stage Enterprise)
Statements of Operations (unaudited)
							For the period from February 28, 2008 (inception) to September 30, 2010
	Three months ended September 30,

	2010			2009

Revenue	$	-		$	-		$	-

Operating expenses
Professional fees		24,986			3,700			137,681
Travel		1,595			-			8,602
Other general & administrative		5,127			-			9,371
Total operating expenses		31,708			3,700			155,654

Other expense
Interest expense		1,806						3,093
Total other expense		1,806			-			3,093

Net loss	$	(33,514	)	$	(3,700	)	$	(158,747	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding		80,090,500			80,090,500

See accompanying notes to unaudited financial statements

BOOK MERGE TECHNOLOGY, INC.
(f.k.a. BIGWEST ENVIRONEMNTAL, INC.)
(A Development Stage Enterprise)
Statements of Cash Flows (unaudited)
							For the period from February 28, 2008 (inception) to September 30, 2010

	Three months ended September 30,

	2010			2009
Cash flows from operating activities
Net loss	$	(33,514	)	$	(3,700	)	$	(158,747	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services		-			5,000			13,090
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		12,906			(1,550	)		51,793
Net cash used in operating activities		(20,608	)		(250	)		(93,864	)

Cash flows from investing activities		-			-			-

Cash flows from financing activities
Proceeds from related party payables		-			250			17,755
Proceeds from notes payable		-			-			99,918
Repayments of notes payable		(50,000	)		-			(50,000	)
Proceeds from sale of stock (net of offering costs)		-			-			40,075
Net cash provided by financing activities		(50,000	)		250			107,748

Net change in cash		(70,608	)		-			13,884
Cash at beginning of period		84,492			9			-
Cash at end of period	$	13,884		$	9		$	13,884

Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for professional and consulting services	$	-		$	5,000		$	13,090

Supplemental cash flow Information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-


See accompanying notes to unaudited financial statements

BOOK MERGE TECHNOLOGY, INC.

(F.K.A. BIGWEST ENVIRONMENTAL, INC.)

(A Development Stage Enterprise)

Notes to the Unaudited Financial Statements

For the Three Months Ended September 30, 2010 and 2009 and the

Period of February 28, 2008 (Inception) to September 30, 2010

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the periods ended September 30, 2010 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June30, 2010 audited financial statements as reported in Form 10-K. The results of operations for the period ended September 30, 2010 are not necessarily indicative of the operating results for the full year ended June 30, 2011.

NOTE 2 – GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date of this filing and determined there are no events to disclose.

Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission.

Company History

Since inception and prior to October 11, 2010 the Company has not begun any revenue generating operations and activities have been limited to raising proceeds through the sale of our common stock via our registered offering that was filed on Form SB-2 August 8, 2008, maintaining the requirements of a reporting company as defined under the Exchange Act of 1934, and researching potential markets to launch our business.

We currently have minimal funds available and in order to continue as a going concern we must raise additional proceeds. We estimate that we will need $25,000 in order to cover our costs associated with maintaining our status as a reporting company. We will likely be required to borrow proceeds from a shareholder in order to pay expenses associated with filing this report. We cannot provide any guarantee will be successful in securing adequate proceeds in the future and failure to do so would result in a complete loss of any investment made into the Company

BookMerge Technologies, Inc. on October 11, 2010 entered into an agreement to acquire 51% controlling interest in Extreme Green Technologies Inc. dba Extreme Biodiesel (EGT) from Green Protection Services, Inc. Extreme Green Technologies Inc. was formed on October 19, 2007 as a Nevada corporation qualified to do business in California. Extreme Green Technologies was formed to develop market and commercialize bulk bio-diesel fuel, personal biodiesel processors and related products. Additional details of the share exchange for majority control are described in the company regulatory 8K filing

Business Development

Once the closing of the share exchange for the majority control of Extreme Biodiesel, BookMerge Technologies Inc plans to secure sufficient capital to fund and expand the current operation of Extreme Biodiesel.

The Company mission is to satisfy the increasing need for biodiesel to service the demand as more States and Countries place a requirement for its usage and eliminate US reliance on foreign oil, reduce the environmental impact of fossil fuels, avoid petroleum price volatility, create “green” jobs, reduce transportation costs for goods, and help create a self-sustaining fuel system in the USA.

The company is currently working on the audit of Extreme Biodiesel with the expectation that BookMerge Technologies Inc. will fund the future growth and expansion of the business and incorporate the operating unit as an operating subsidiary of BookMerge. BookMerge has extended the share exchange offer to the remaining 49% shareholders of Extreme Biodiesel and expects to conclude the share exchange prior to year end.

Extreme Biodiesel currently has an existing fully licensed and permitted bio-diesel production facility in Corona, CA capable of producing up to 4,000 gallons per day of bio-diesel fuel from virgin and waste vegetable oil. The current plant is expandable to 20,000 gallons per day as demand dictates. It currently markets five different “Extreme Extractor” personal bio-diesel processors through its website ( www.ExtremeBiodiesel.com ), Diesel World Magazine , trade shows and periodic television shows (such “Extreme 4x4”). EGT is very active in research and development of alternative raw material supplies for creating EPA accepted alternative fuel for most all diesel engines.

Liquidity and Capital Resources

As of September 30, 2010, we have $13,844 of cash available. We have current liabilities of $119,466. From the date of inception (February 28, 2008) to September 30, 2010 the Company has recorded a net loss of $158,747 of which were expenses relating to the initial development of the Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining reporting company status with the Securities and Exchange Commission. We have not generated any revenues to date and as of September 30, 2010 we have sold approximately 5,960,500 common shares from our 28,000,000 direct offering of common stock at $0.05 per share pursuant to our registered offering.

We require immediate additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. If we cannot secure additional funds our business will fail and any investment made into the Company would be lost in its entirety.

To date there is a limited public market for the Company’s common stock. Management’s present objective is to focus efforts on raising funds and seeking new market opportunities. There can be no guarantee or assurance that they will be successful in raising any funds at all. Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Employees

We currently have two employees, including our President. We intend to hire additional employees upon completion of the share exchange.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to bad debts, impairment of intangible assets and long lived assets, contractual adjustments to revenue, and contingencies and litigation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, being Wayne Doss. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

Internal controls are mechanisms that are there to help the Company manage risks to success.

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of September 30, 2010, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the quarter ended September 30, 2010, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers being material weaknesses.

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

● The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert”, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

● The Company has limited segregation of duties which is not consistent with good internal control procedures.

● The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.

● There are no effective controls instituted over financial disclosure and the reporting processes.

Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management. By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

(b) Changes in Internal Controls

There were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

Item 1A. Risk Factors

There have been no material changes to the risks to our business described in registration statement filed on Form S-1 with the SEC on August 7, 2008 or the annual report filed for the 2010 year end.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to Vote of Security Holders

None.

Item 5. Other Information

On November 23, 2009, the Company filed an amendment to its Articles of Incorporation with the state of Nevada to change the name of the Corporation to BookMerge Technology, Inc. In addition, the capital structure of the Company was amended. The Company originally incorporated with 75,000,000 shares authorized. The amended Articles of Incorporation increased the number of authorized shares to 200,000,000 shares.

On September 30, 2010, the Company authorized a 7:1 forward split on its common stock which has been applied retroactively to the financial statements.

The Board of Directors approved on October 7, 2010 the Purchase Agreement between BookMerge Technologies and Extreme Green Technologies Inc, whereas, BookMerge Technologies Inc., will acquire 51% of the issued and outstanding Common Stock of Extreme Green Technologies, Inc. (EGT) currently representing thirty two million five hundred eighty nine thousand (32,589,000) shares held by Green Protective Services, Inc. (GPS), and (GSP) shareholders will exchange 51% of their shares of common stock; one share of Extreme Green Technologies, Inc. (EGT) for .5 shares of BookMerge Technologies Inc., rule 144 restricted common stock. BookMerge Technologies Inc. will and has the authority to issue sixteen million two hundred ninety five (16,295,000) shares of common stock to complete this share exchange. Upon obtaining the 51% majority control BookMerge Technologies Inc. plans to take operational control of Extreme Green Technologies Inc, dba Extreme Biodiesel via shareholder approval and operate the company under BookMerge Technologies Inc. Managerial control

By executing this Agreement, the current directors of BookMerge Technologies Inc. hereby and contemporaneously grant (i) have the option to appoint two DIRECTORS and affirm Wayne Doss as a member of the Board of Directors of the newly reorganized company representing the positions to be held by BookMerge Technologies Inc. representatives, (ii) appoint Joe Spadafore as President of Extreme Biodiesel operating under BookMerge Technologies Inc the newly reorganized company, (iii) affirm Wayne A Doss as the CEO, BookMerge Technologies Inc.

Upon execution of this Agreement, the Board of Directors of the newly reorganized company shall transfer the operations, assets and defined liabilities of Extreme Biodiesel as they existed prior to the reorganization to a majority owned subsidiary of the newly organized company (the "Subsidiary"), and shall maintain the existing Board of Directors to oversee the operations and management of the Subsidiary until such time BookMerge Technologies Inc. Board of Directors determines

Item 6. Exhibits and Reports on Form 8-K


Exhibit Number		Description
31.1		Section 302 Certification of Chief Executive and Chief Financial Officer
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Book Merge Technology, Inc.

Dated: November 12, 2010	/s/ Wayne Doss
	Wayne Doss
	Chief Executive Officer and Chief Financial Officer