SEC Info - Banx & Green Group, Inc. - ‘10-Q’ for 9/30/08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended SEPTEMBER 30, 2008

For the transition period ………… to …………

Commission File No. 333-33890

BANX AND GREEN GROUP, INC.

(Exact name of small business issuer as specified in its charter)

6445 S. CHICKASAW TRAIL # 318, ORLANDO, FL 32829

(Address of Principal Executive Offices)

(407) 286-4103

(Issuers Telephone Number, Including Area Code)

BEERE FINANCIAL EQUITY CORP.

(Former Name, Former Address and Former Fiscal Year, 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 Exchange Act the past 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. x Yes ¨ 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. See definition of “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

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

There were 8,776,311 shares of the Registrant’s $.001 par value common stock outstanding at November 19, 2008.

Traditional Small Business Disclosure Format (Check one): Yes¨ No x

Banx and Green Group, Inc.

TABLE OF CONTENTS

Part 1—Financial Information			1
	Item 1	Consolidated Financial Statements	1
		Consolidated Balance Sheets	1
		Consolidated Statements of Operations	2
		Consolidated Statements of Cash Flows	3
		Consolidated Statement of Changes in Stockholders’ Equity	5
		Notes to Consolidated Financial Statements	6
	Item 2	Management’s Discussion and Analysis	7
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	9
	Item 4T	Controls and Procedures	9

Part II—Other Information			10
	Item 1	Legal Proceedings	10
	Item 1A	Risk Factors	10
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	10
	Item 3	Defaults Upon Senior Securities	10
	Item 4	Submission of Matters to a Vote of Security Holders	10
	Item 5	Other Matters	10
	Item 6	Exhibits and Reports on Form 8K	10

Signatures			11

PART 1— FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

BANX AND GREEN GROUP, INC.

CONSOLIDATED BALANCE SHEET

	September 30, 2008 (unaudited)			December 31, 2007 (audited)
ASSETS
Cash	$	7,849		$	1,941
Accounts receivable		16,354			13,981
Inventory		32,650			91,300
CURRENT ASSETS		56,853			107,222

Subsidiary Investment		500,000			-
Music Catalog Investments		30,000			-
TOTAL OTHER ASSETS		530,000			-

Equipment		10,134			-
Accumulated Depreciation		(3,547	)		-
TOTAL FIXED ASSETS		6,587			-

TOTAL ASSETS	$	593,440		$	107,222

LIABILITIES AND STOCKHOLDERS’ DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	127,657		$	111,967
Accounts payable -related parties		175,809			174,972
Accrued expenses		101,268			70,810
Wages payable		283,425			283,425
Loans payable – related party		179,981			192,255
Royalties payable		40,170			-
Current loan payable		225,000			225,000
Total Current Liabilities		1,133,310			1,099,854

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock; 10,000,000 shares authorized; $.001 Par Value; 296,300 shares issued and outstanding at September30, 2008		296			296
Capital stock, $.001 Par Value; 50,000,000 shares authorized; 8,776,311 shares issued and outstanding at September30, 2008		8,776			8,776
Additional paid-in capital		3,000,724			2,750,724
Deficit accumulated during the development stage		(3,549,666	)		(3,521,266	)

Total Stockholders’ Equity		(539,870	)		(761,470	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	593,440		$	338,384

See accompanying notes to condensed financial statements.

1

BANX AND GREEN GROUP, INC

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended September 30, 2008			For the Three Months Ended September 30, 2007			For the Nine Months Ended September 30, 2008			For the Nine Months Ended September 30, 2007

NET SALES	$	34,722		$	20,197		$	121,560		$	86,772

COST OF SALES		6,134			14,472			61,206			59,523

Gross Margin		28,588			5,725			60,354			27,249

EXPENSES
Wages		18,342			-			18,342			68,000
General and Administrative Expenses		16,458			15,455			48,215			52,405
TOTAL OPERATING EXPENSES		34,800			15,455			66,557			120,405

Net Income (Loss) from Operations		(6,212	)		(8,772	)		(6,203	)		(93,156	)

OTHER INCOME (EXPENSE)
Gain(loss) on Sale of Marketable Securities		-			-			-			(168	)
Interest Expense		(11,267	)		(10,152	)		(35,285	)		(30,456	)
TOTAL OTHER INCOME (LOSS)		(11,267	)		(10,152	)		(35,285	)		(30,624	)

NET LOSS BEFORE INCOME TAXES		(17,479	)		(18,924	)		(41,488	)		(123,780	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(17,479	)	$	(18,924	)	$	(41,488	)	$	(123,780	)
BASIC and DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING		8,776,311			8,776,311			8,776,311			8,776,311

See accompanying notes to condensed financial statements.

2

BANX AND GREEN GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September 30, 2008			For the Nine Months Ended September 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(41,488	)	$	(123,780	)
Adjustments to reconcile net loss from net cash used in operating activities:
Depreciation and amortization		1,520			-
(Gain) Loss on Sale of Securities		-			168
Changes in Assets and Liabilities:
(Increase) in Inventory		(32,650	)		(97,035	)
(Increase) in Accounts Receivable		8,002			(14,987	)
Increase (Decrease) in Accounts and Loans Payable		55,135			125,644
Increase in Accrued Interest		40,285			30,456
Increase (Decrease) in Wages Payable		-			68,000
Increase (Decrease) in Advances from Shareholder		-			-

Net Cash Used By Operating Activities		30,804			(11,534	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets		-			-
Proceeds from Sale of Marketable Securities		-			193
Net Cash Provided By Investing Activities		-			193

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Common Stock, net		-			-
Payments on Notes Payable		(40,790	)		-
Proceeds from Notes Payable		13,500			-
Contributed Capital		-			-

Net Cash Provided By Financing Activities		(27,290	)		-

NET INCREASE (DECREASE) IN CASH		3,514			(11,341	)

CASH – BEGINNING OF PERIOD		4,335			13,761

CASH – END OF PERIOD	$	7,849		$	2,420

See accompanying notes to condensed financial statements.

3

BANX AND GREEN GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September30, 2007		For the Nine Months Ended September 30, 2006
Supplemental Cash Flow Information:

Stock Issued In Exchange for Goods and Services and Marketable Securities	$	-	$	-

Stock Issued In Exchange for License Fee	$	-	$	-

Cash Paid for Interest	$	-	$	-

Cash Paid for Income Taxes	$	-	$	-

See accompanying notes to condensed financial statements.

4

BANX AND GREEN GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the periods ended March 31, 2008 and the years ending December 31, 2006 and 2007 (UNAUDITED)

														Deficit
														Accumulated			Accumulated
											Additional			During the			Other			Total			Comprehensive
	Preferred Stock				Capital Stock						Paid-in			Development			Comprehensive			Stockholders’			Income
	Shares		Amount		Shares			Amount			Capital			Stage			Income (Loss)			Equity			(Loss)
Sale of Assets return shares		-	$	-		(900,000	)	$	(900	)	$	4,449,215	)	$	-		$	-		$	(4,450,115	)
Net loss for the year ended December 31, 2006		-		-		-			-			-			(344,757	)		-			(344,757	)		344,757	)
Other comprehensive income (loss) Unrealized loss on securities		-		-		-			-			-			-			(1,798	)		(1,798	)		(1,798	)
Comprehensive income (loss)		-		-		-			-			-			-			-			-			(346,555	)

Balance December 31, 2006		296,300	$	296		8,776,311		$	8,776		$	2,500,726		$	(3,405,487	)	$	(1,901	)	$	(897,590	)

Net loss for the year ended December 31, 2007		-		-		-			-			-			(147,366	)		-			(147,366	)		(147,366	)
Other comprehensive income (loss) Unrealized gain on securities		-		-		-			-			-			-			1,901			1,901			1,901
Comprehensive income (loss)		-		-		-			-			-			-			-			-			(145,465	)
Balance - December 31, 2007		296,300	$	296		8,776,311		$	8,776		$	2,500,726		$	(3,552,853	)	$	0		$	(1,043,055	)


Purchase subsidiary		-		-		-			-			500,000			-			-			500,000
Adjustment for disposal subsidiary		-		-		-			-			(2	)		44,674			-			44,672
Net Loss for the Nine Months Ended September30, 2008		-		-		-			-			-			(41,488	)		-			(41,488	)
Balance – September30, 2008		296,300	$	296		8,776,311		$	8,776		$	3,000,724		$	(3,549,668	)	$	-		$	(539,870	)

See accompanying notes to condensed financial statements.

5

NOTE 1

COMPANY BACKGROUND

The predecessor company Power Save, Inc. was incorporated on May 8, 1987 in Nevada under the name Florida Pacific Corporation. In December 1988, Power Save Products was merged into Florida Pacific and the name was changed to Power Save International, Inc. The company later changed its name and sold the name Power Save International, Inc. the then company President. The company contributed the assets and liabilities into a new corporation named Power Save, Ltd. formed in Nevada on July 23, 1999 and the name was later changed to Power Save International, Inc. In November 2005, Power Save International, Inc. merged with its subsidiary Beere Financial Equity Corp. with Beere Financial Equity Corp. as the surviving company after the merger. Beere Financial Equity Corp was formed in 2005 to be the financial services subsidiary.

On February 5, 2008 the Company purchased LGN Entertainment Distribution, Inc. This subsidiary owns a group of music catalogs and has several music artists under distribution contracts. It distributes its products through CD and digital formats with three recognized service providers to facilitate its broad access to the music markets.

On August 29, 2008, the Company purchased Eight76 Records, Inc., a Florida corporation, to enhance the products and library of distributable products.

NOTE 2

BASIS OF PRESENTATION

The interim financial statements at September 30, 2008 and three month periods ended September 30, 2008 and 2007 are unaudited, but include all adjustments which the Company considers necessary for a fair presentation. The accompanying unaudited financial statements are for the interim periods and do not include all disclosures normally provided in annual financial statements, and should be read in conjunction with the Company's Form 10-KSB for the year ended December 31, 2007. The accompanying unaudited interim financial statements for the three month periods ended September 30, 2008 and 2007 are not necessarily indicative of the results which can be expected for the entire year.

The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

6

NOTE 3

DISPOSITION OF ASSETS

The Company discontinued its Canadian operations as of December 31, 2007 and has disposed of the assets for the assumption of the subsidiary debt of $159,075.

NOTE 4

GOING CONCERN

The Company's condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net loss from operations of $6,203, and negative working capital of $1,076,457, and a stockholders’ deficit of $(761,470) for the period ended September30, 2008. These matters raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently taken to expand its future operations and raise capital provide the opportunity for the Company to continue as a going concern.

Item 2. Management's Discussion and Analysis

The following discussion and analysis should be read in conjunction with our financial statements and the accompanying notes. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties in the forward-looking statements. These forward-looking statements may be impacted, either positively or negatively, by various factors.

Our actual results may differ significantly from the results, expectations and plans discussed. This Report contains "forward looking statements" relating to our company's current expectations and beliefs. These include statements concerning operations, performance, financial condition, anticipated acquisitions and anticipated growth.

Without limiting the generality of the foregoing, words such as "may", "will", "would", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue", or the negative or other variation thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties which are beyond our company's control. Should one or more of these risks or uncertainties materialize or should our company's underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

General

Management is formulating the basis for acquisitions to complete its previously announced business plan. Additional opportunities have arisen that may allow the Company to expand the scope of business operations and more readily allow it to acquire the capital it requires.

7

Results of Operations

The Company disposed of its Canadian operations on 1/2/2008 and purchased LGN Entertainment Distributors, Inc. on 2/5/2008. Financial statements have been adjusted for the disposal on the Consolidated Statements of Operations and Consolidated Statements of Cash Flow.

General and administrative expenses increased for the three months and decreased in the nine months ended September 30, 2008 compared to the same periods in 2007. These expenses were $34,800 and $66,557 for the three and nine months ended September 30, 2008 and $15,455 and $120,405 for the same periods in 2007, respectively. The increase for the three months ended September 30, 2008 over the same period in 2007 came from an increase in wages of $18,342 directly attributable to the subsidiaries. The decrease for the nine months ended September 30, 2008 came from decrease in wages of $49,658 and general expenses.

8

BANX AND GREEN GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2008 we recorded net losses of $17,479 and $41,488, respectively. This compares with a net loss $18,924 and $123,780 during the corresponding prior periods in 2007.

Liquidity

During the Nine months ended September 30, 2008, the Company's working capital decreased by the accruals of all expenses offset by $33,105 in gross profit from sales. The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the active search for the capital it needs to carry on its planned operations. There is no assurance that any planned activities will be successful.

Capital Resources

As a result of its limited liquidity, the Company has limited access to additional capital resources. The Company does not have the capital to totally fund the obligations that have matured to any of its creditors and shareholders.

Though the obtaining of the additional capital is not guaranteed, the management of the Company believes it will be able to obtain the capital required to meet its current obligations and actively pursue its planned business activities through the sale of its registered securities.

Operations

Until the Company obtains the capital required to develop any properties or businesses and obtains the revenues needed from its future operations in order to meet its obligations, the Company will be dependent upon sources other than operating revenues to meet its operating and capital needs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4T. Controls and Procedures

Based on an evaluation by Mr. Lane, the chief financial officer of the company, conducted as of a date within 90 days of the filing date of this quarterly report, of the effectiveness of the company's disclosure controls and procedures it has been concluded that, as of the evaluation date, (i) there were no significant deficiencies or material weaknesses of the company's disclosure controls and procedures, (ii) there were no significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation date, and (iii) no corrective actions

were required to be taken.

9

BANX AND GREEN GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A Risk Factors

Not applicable

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

No changes in securities have occurred since the Company's last report as of June 30, 2008.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Matters.

None.

Item 6. Exhibits and reports on Form 8-K.

(a) Exhibits.

31.1	President and CFO certification Pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2004
32	President and CFO certification pursuant to section 906

(b) Reports on From 8-K.

None

10

BANX AND GREEN GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIGNATURES

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

Beere Financial Equity Corp.

/s/ Steve Lane

BY: Steve Lane, President, Chief Financial

Officer and Director

Dated: This 24th day of November 2008

11

Nevada		88-0227424
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Large accelerated filer ¨	Accelerated filer ¨

Non-accredited filer ¨	Smaller reporting company x

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	11/25/08	10-Q
	11/19/08	10KSB, 8-K
For Period End:	9/30/08
	8/29/08
	6/30/08	10-Q
	3/31/08	10-Q
	2/5/08
	12/31/07	10KSB
	9/30/07
	12/31/06	10KSB
	9/30/06
	7/23/99
		List all Filings

Banx & Green Group, Inc. – ‘10-Q’ for 9/30/08

On: Tuesday, 11/25/08, at 12:01pm ET · For: 9/30/08 · Accession #: 1144204-8-66569 · File #: 333-33890

Previous ‘10-Q’: ‘10-Q’ on 11/25/08 for 6/30/08 · Latest ‘10-Q’: This Filing

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Banx & Green Group, Inc. – ‘10-Q’ for 9/30/08

On: Tuesday, 11/25/08, at 12:01pm ET · For: 9/30/08 · Accession #: 1144204-8-66569 · File #: 333-33890

Previous ‘10-Q’: ‘10-Q’ on 11/25/08 for 6/30/08 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
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