Gen 2 Technologies Inc. - Quarter Report: 2013 October (Form 10-Q)

brk_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 31, 2013

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

From transition period from ____ to ____

Commission File No.: ________

BRK, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-2840468
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3871 S. Valley View Blvd, Unit 70 Las Vegas, Nevada		89103
(Address of principal executive offices)		(Zip Code)

(800) 253-1013

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. 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	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

As of December 6, 2013, the registrant had 4,308,320 shares of common stock outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements	3
	Balance Sheets (Unaudited) as of October 31, 2013 and April 30, 2013	4
	Statements of Operations (Unaudited) for the Three Months and the Six Months Ended October 31, 2013 and 2012 and from inception (May 22, 2008) to October 31, 2013	5
	Statements of Cash Flows (Unaudited) for the Six Months Ended October 31, 2013 and 2012 and from inception (May 22, 2008) to October 31, 2013	6
	Notes to Financial Statements (Unaudited)	7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	10
Item 4T:	Controls and Procedures	10

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	11
Item 1A:	Risk Factors	11
Item 2:	Unregistered Sales of Securities and Use of Proceeds	11
Item 3:	Default upon Senior Securities	11
Item 4:	Mine Safety Information	11
Item 5:	Other information	11
Item 6:	Exhibits	12
Signatures		13

Reference in this report to “BRK” “we,” “us,” and “our” refer to BRK, Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of operations for the three and six months periods ended October 31, 2013 and 2012 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the here and six month periods ended October 31, 2013, are not necessarily indicative of results to be expected for any subsequent period. Our year end is April 30.

BRK, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

	October 31,			April 30,
	2013			2013

ASSETS

Current assets
Cash	$	3,344		$	4,202
Deposits		4,730			4,730
Total current assets		8,074			8,932
Fixed assets
Equipment, net of accumulated depreciation of $7,902 and $5,268, respectively		15,988			18,622

Total assets	$	24,062		$	27,554

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable	$	11,167		$	10,143
Compensation payable-related party		29,185			15,105
Convertible notes-related party		7,089			7,089
Convertible notes payable		68,000			68,000
Short term debt-related party		31,690			28,820
Short term debt		69,700			51,220
Total liabilities		216,831			180,377

Stockholders’ deficit
Preferred shares, par value $0.001
1,000,000 authorized; none issued and outstanding		-			-
Common stock, par value $0.001
authorized 100,000,000 shares,
issued and outstanding 4,308,320 as of
October 31, 2013 and April 30, 2013, respectively		4,308			4,308
Additional paid-in capital		29,742			29,742
Accumulated deficit during development stage		(226,819	)		(186,873	)
Total stockholders’ deficit		(192,769	)		(152,823	)

Total liabilities and stockholders’ deficit	$	24,062		$	27,554

The accompanying notes are an integral part of the unaudited financial statements.

BRK, INC.

(A DEVELOPMENT-STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

													From
													Inception
													(May 22, 2008)
	Three Months						Six Months						to
	Ended October 31,						Ended October 31,						October 31,
	2013			2012			2013			2012			2013
Sales	$	-		$	157		$	-		$	157		$	-

Operating expenses:
Selling, general and administrative expenses		16,856			13,5444			37,312			56,242			219,207
Depreciation		1,317			1,317			2,634			2,634			7,902

Loss from operations		(18,173	)		(14,704	)		(39,946	)		(58,719	)		(227,109	)

Other income (expense)
Other Income		-			-			-			-			290

Net loss	$	(18,173	)	$	(14,704	)	$	(39,946	)	$	(58,719	)	$	(226,819	)
Net loss per common share
basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

Weighted average number
of common shares outstanding		4,308,320			4,285,947			4,308,320			4,207,124

The accompanying notes are an integral part of the unaudited financial statements.

BRK, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended October 31,						From inception (May 22, 2008) to October 31,
	2013			2012			2013
Cash Flows From Operating Activities:
Net loss	$	(39,946	)	$	(58,719	)	$	(226,819	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,634			2,634			7,902
Changes in operating assets and liabilities:
Accounts payable		4,724			3,377			14,867
Advances from related parties		14,080			3,225			29,185
Prepaid expense		-			3,050			-
Deposits		-			(4,730	)		(4,730	)

Net cash used in operating activities		(18,508	)		(51,163	)		(179,595	)

Cash Flows From Investing Activities:
Payment for fixed assets		-			-			(23,890	)

Net cash used in investing activities		-			-			(23,890	)

Cash Flows From Financing Activities:
Sale of common stock		-			17,800			26,050
Borrowings on convertible notes payable		-			-			75,000
Borrowings on convertible notes payable-related party		-			-			8,089
Borrowing on notes payable-related party		2,870			17,780			43,850
Borrowings on notes payable		14,780			6,000			67,259
Repayments on debt		-			(1,000	)		(1,259	)
Repayments on notes payable-related party		-			(340	)		(12,160	)

Net cash provided by financing activities		17,650			40,240			206,829

Net increase in cash		(858	)		(10,923	)		3,344
Cash at beginning of period		4,202			15,594			-
Cash at end of period	$	3,344		$	4,671		$	3,344

Non-Cash Transactions
Conversion of notes payable to common stock	$	-	$	-	$	8,000
Payment of accounts payable by third party	$	3,700			$	3,700
Reclassification of convertible debt from long term debt to short-term debt	$	-	$	-	$	45,275
Reclassification of construction in progress to fixed assets	$	-	$	-	$	20,190

The accompanying notes are an integral part of the unaudited financial statements.

BRK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND ORGANIZATION

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 venetian 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.

BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended October 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2014. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2013 Annual Report filed with the SEC on August 14, 2013.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, BRK has an accumulated deficit of $226,819 and negative working capital of $208,757 as of October 31, 2013. 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 October 31, 2013 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 3 – NOTES PAYABLE

During the six months ended October 31, 2013, the Company borrowed $14,780 from a non-related party. A non-related party also paid $3,700 in accounts payable on behalf of the Company. The amount is due on demand and bears no interest. The total due to non-related party note holders is $69,700 as of October 31, 2013.

NOTE 4 – RELATED PARTY

During the six months ended October 31, 2013, the Company borrowed $2,870 from related parties. These advances are non interest bearing and due on demand. The total due to related parties as of October 31, 2013 is $38,779.

During the six months ended October 31, 2013, the Company expensed $15,000 for services provided by CEO and a shareholder, and $1,700 in operating expenses that was paid for by a related party. As of October 31, 2013 the Company accrued $29,185 of the expenses for services by the related party.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

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 venetian 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.

As of the date of this filing we have minimal operations and have recorded minimal revenues for the past two years. Our focus for the next twelve months will be to obtain additional funding to develop and expand our operations and new projects. Our success will depend on our ability to obtain funding through equity and/or debt transactions. However, with the downturn of the United States and world economies, we will encounter substantial competition for the limited financing that will be available in the market place. If we are unable to obtain financing, then we will likely delay further business development and marketing of our product.

In summary, management continues to position the company in a way to best benefit from worldwide economic conditions, trends, events, and demand for new technologies.

Liquidity and Capital Resources

From inception (May 22, 2008) to October 31, 2013, we had an accumulated deficit of $226,819. We recorded a net loss of $18,173 and $39,946 for the three and six months ending October 31, 2013. The net loss was $14,704 and $58,719 for the same periods during 2012. Based on these numbers there is substantial doubt that we can continue as a going concern unless we obtain external funding. Management plans to continue limited operations until we obtain additional funding to expand our operations.

Working capital is a negative $208,757 as of October 31, 2013 compared to negative $171,445 as of April 30, 2013. Cash used in operations totaled $18,508 during the six months ended October 31, 2013 compared to $51,163 during the same period in 2012. Funds provided from financing activities were $17,650 in 2013 compared to $40,240 in 2012. All funds provided in 2013 were from notes payable.

Management expects to continue to issue common stock to pay for the marketing of the product once the machine is complete and in production. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock.

We intend to rely on debt and equity financing, capital contributions from management and sales of our common stock to pay for costs, services, operating leases, litigation expense and future development of our business opportunities. Accordingly, our focus for the next twelve months will be to obtain additional funding through debt or equity financing. Our success in obtaining funding will depend upon our ability to sell our common stock or borrow on terms that are financially advantageous to us. If we are unable to obtain financing, then expansion of our operations will be delayed.

Results of Operations

The Company recorded no revenues during the three and six months periods ended October 31, 2013 and $157 revenue for the same periods in 2012.

General and administrative expenses for the three and six months ended October 31, 2013 totaled $16,856 and $37,312 compared to $13,544 and $56,242 for the same periods in 2012. The decrease for six months was due to lower accounting, legal and consulting costs.

Depreciation was $1,317 and $2,634 for the three and six month periods ended October 31, 2013 and October 31, 2012. The depreciation was related to the purchase of equipment during fiscal year April 31, 2013.

The Company incurred a net loss of $18,173 and $39,946 in the three and six months period ended October 31, 2013 compared to $14,704 and $58,719 in the same periods in 2012. The lower net loss was due to lower general and administrative cost in the six month period ended October 31, 2013 compared to the same period in 2012.

Off-Balance Sheet Arrangements

None

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO /CFO do not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS.

None

ITEM 1A: RISK FACTORS

There have been no material changes to BRK, Inc.’s risk factors as previously disclosed in our most recent 10-K filing for the year ending April 30, 2013.

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

None

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4: MINE SAFETY INFORMATION

None

ITEM 5: OTHER INFORMATION.

None

ITEM 6. EXHIBITS

No.		Description

31		Chief Executive Officer Certification

32		Section 1350 Certification

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

___________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	BRK, INC.

Date: December 6, 2013	By:	/s/ Brian Keasberry
		Brian Keasberry
		President
		Chief Executive Officer Principal Financial and Accounting Officer