U.S.
Securities and Exchange Commission


Washington,
D.C. 20549
  
  FORM
10-Q
  
 [X]
              Quarterly
      Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
      for the Quarterly Period Ended March 31,
2009.
 
 [
       ]
              Transition
      Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
      for the Transition Period from _______ to
  _______
 
 Commission
File Number: 000-52670
  
 BMX
DEVELOPMENT CORP.
 (Exact
name of small business issuer as specified in its charter)
  
 FLORIDA
                20-2089854(State
      or other jurisdiction of
                (IRS
      Employer Identification No.)incorporation
      or organization)
  19720
Jetton Road, 3rd
Floor
 Cornelius, North Carolina
28031
 (Address
of principal executive offices)
 
 704-892-8733
 (Issuer's
telephone number)
  
 Indicate
by check mark whether the registrant (1) 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 Date 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 [ ] 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
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer
               ̈Non-accelerated
      filer
               ̈(Do
      not check if a smaller reporting company)Accelerated
      filer
               ̈Smaller
      reporting company
              þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the exchange act). Yes [ ] No [X]
 
 Number of
shares of common stock outstanding as of May 13,
2009:    4,914,500
 
 CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
  The
discussion contained in this 10-Q under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Consolidated Financial Statements"
and "Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-Q. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
 
 1
 
 TABLE OF CONTENTS
  PART I. FINANCIAL
INFORMATION
 
 ITEM                                                                                                                                                                                                                                 
         PAGE
 
 ITEM 1.
CONSOLIDATED FINANCIAL
STATEMENTS                                                                                                                                                      3
  ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
 FINANCIAL
CONDITION AND CONSOLIDATED RESULTS OF
OPERATION                                                                                                              12
  ITEM 3.
QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK                                                                                            
13
 
 ITEM 4.
CONTROLS AND
PROCEDURES                                                                                                                                                                               13
  PART II. OTHER
INFORMATION
  ITEM 1.
LEGAL
PROCEEDINGS                                                                                                                                                                                                
14
  ITEM 1A.
RISK
FACTORS                                                                                                                                                                                                         
14
 
 ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS                                                                                                 15
 
 ITEM 3.
DEFAULTS UPON SENIOR
SECURITIES                                                                                                                                                                
15
 
 ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS                                                                                                               
15
  ITEM 5.
OTHER
INFORMATION                                                                                                                                                                                             
15
  ITEM 6.
EXHIBITS                                                                                                                                                                                                                       15
  SIGNATURES                                                                                                                                                                                                                               16
  INDEX TO
EXHIBITS                                                                                                                                                                                                                 
17
 
 2
 Table of Contents
  ITEM
1.CONSOLIDATEDFINANCIAL
STATEMENTS
 
 INDEX TO
BMX DEVELOPMENT CORP. CONSOLIDATED FINANCIAL STATEMENTS
 
 BMX Development
Corp                                                                                                                                           Page
 
 Consolidated
Balance
Sheets                                                                                                                     4
 
 Consolidated
Statements of
Operations                                                                                                  
5
 
 Consolidated
Statement of Stockholders’
Equity                                                                                  
6
 
 Consolidated
Statements of Cash
Flows                                                                                                 
7
 
 Notes to
Consolidated Financial
Statements                                                                                          
8
  3
 Table of Contents
 
 BMX
DEVELOPMENT CORP.
 CONSOLIDATED
BALANCE SHEETS
 As
of March 31, 2009 and December 31, 2008
 
 Unaudited
                                      
                                      
                                      AuditedASSETS
                                      
                                      31-Mar-09
                                      
                                      
                                      31-Dec-08CURRENT ASSETS:Cash
                                      
                                      $
                                      124,015
                                      
                                      
                                      $
                                      87,074TOTAL
      CURRENT ASSETS
                                      
                                      
                                      124,015
                                      
                                      
                                      
                                      87,074FIXED ASSETS:Machinery
      and equipment
                                      
                                      
                                      65,000
                                      
                                      
                                      
                                      65,000Accumulated
      depreciation
                                      
                                      
                                      (59,583
                                      )
                                      
                                      
                                      (56,333
                                      )TOTAL
      FIXED ASSETS
                                      
                                      
                                      5,417
                                      
                                      
                                      
                                      8,667TOTAL
      ASSETS
                                      
                                      $
                                      129,432
                                      
                                      
                                      $
                                      95,741LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccounts
      payable
                                      
                                      $
                                      4,079
                                      
                                      
                                      $
                                      3,975Due
      to related party
                                      
                                      
                                      5,000
                                      
                                      
                                      
                                      5,000Current
      portion of bank note payable
                                      
                                      
                                      1,394
                                      
                                      
                                      
                                      1,394TOTAL
      CURRENT LIABILITIES
                                      
                                      
                                      10,473
                                      
                                      
                                      
                                      10,369LONG-TERM LIABILITIESBank
      note payable
                                      
                                      
                                      4,082
                                      
                                      
                                      
                                      4,387TOTAL
      LONG-TERM LIABILITIES
                                      
                                      
                                      4,082
                                      
                                      
                                      
                                      4,387STOCKHOLDERS' EQUITYCommon
      stock ($.001 par value, 200,000,000 shares authorized; 4,914,500 and
      4,896,000 shares issued and outstanding at March 31, 2009 and December 31,
      2008, respectively)
                                      
                                      
                                      4,915
                                      
                                      
                                      
                                      4,896Additional
      paid in capital
                                      
                                      
                                      281,052
                                      
                                      
                                      
                                      220,248Retained
      deficit
                                      
                                      
                                      (171,089
                                      )
                                      
                                      
                                      (144,159
                                      )TOTAL
      STOCKHOLDERS' EQUITY
                                      
                                      
                                      114,878
                                      
                                      
                                      
                                      80,985TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                      
                                      $
                                      129,432
                                      
                                      
                                      $
                                      95,741
 
 The
accompanying notes are an integral part of these consolidated financial
statements
  4
 Table of Contents
  BMX
DEVELOPMENT CORP.
 CONSOLIDATED
STATEMNETS OF OPERATIONS
 For the
Three Months Ended March 31, 2009 and 2008
 
 (Unaudited)
                      
                      For
      the Three MonthsEnded
      March 31,2009
                      
                      
                      2008REVENUES:Sales
                      
                      $
                      3,788
                      
                      
                      $
                      12,984Cost
      of sales
                      
                      
                      (1,515
                      )
                      
                      
                      (5,196
                      )Gross
      profit
                      
                      
                      2,273
                      
                      
                      
                      7,788EXPENSES:Selling,
      general and administrative expenses
                      
                      
                      28,624
                      
                      
                      
                      16,700Total
      expenses
                      
                      
                      28,624
                      
                      
                      
                      16,700Loss
      from operations
                      
                      $
                      (26,351
                      )
                      
                      $
                      (8,912
                      )Interest
      expense
                      
                      
                      (579
                      )
                      
                      
                      (610
                      )Loss
      before income taxes
                      
                      
                      (26,930
                      )
                      
                      
                      (9,522
                      )Provision
      for income taxes
                      
                      
                      -
                      
                      
                      
                      -NET
      LOSS
                      
                      $
                      (26,930
                      )
                      
                      $
                      (9,522
                      )Basic
      and fully diluted net loss per common share:
                      
                      $
                      
                      **
                      
                      $
                      
                      **Weighted
      average common shares outstanding
                      
                      
                      4,905,250
                      
                      
                      
                      4,796,000**
      Less than $.01
  The
accompanying notes are an integral part of these consolidated financial
statements
  5
 Table of Contents
  BMX
DEVELOPMENT CORP.
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
 For the
Three Months Ended March 31, 2009
 
 (Unaudited)AdditionalCommon
      Stock
                  
                  
                  Paid-in
                  
                  
                  RetainedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  DeficitBalances,
      January 1, 2009
                  
                  
                  4,896,000
                  
                  
                  $
                  4,896
                  
                  
                  $
                  220,248
                  
                  
                  $
                  (144,159
                  )Fair
      value of rent contributed by related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,700
                  
                  
                  
                  -Fair
      value of warrants issued to investors
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  21,123
                  
                  
                  
                  -Issuance
      of common shares to accredited investors
                  
                  
                  18,500
                  
                  
                  
                  19
                  
                  
                  
                  36,981
                  
                  
                  
                  -Net
      loss for the three months ended March 31, 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (26,930
                  )Balances,
      March 31, 2009
                  
                  
                  4,914,500
                  
                  
                  $
                  4,915
                  
                  
                  $
                  281,052
                  
                  
                  $
                  (171,089
                  )
  The
accompanying notes are an integral part of these consolidated financial
statements
  6
 Table of Contents
  BMX
DEVELOPMENT CORP.
 CONSOLIDATED
STATEMNETS OF CASH FLOWS
 For the
Three Months Ended March 31, 2009 and 2008
 
 Unaudited
                      
                      
                      Unaudited2009
                      
                      
                      2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                      
                      $
                      (26,930
                      )
                      
                      $
                      (9,522
                      )Adjustments
      to reconcile net loss to net cash provided by(used
      in) operations:Depreciation
                      
                      
                      3,250
                      
                      
                      
                      3,250Fair
      value of warrants issued to accredited investors
                      
                      
                      21,123
                      
                      
                      
                      -Fair
      value of rent contributed by related party
                      
                      
                      2,700
                      
                      
                      
                      2,700Increase
      (decrease) in operating liabilitiesAccounts
      payable
                      
                      
                      103
                      
                      
                      
                      (3,397
                      )NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                      
                      
                      246
                      
                      
                      
                      (6,969
                      )CASH FLOWS FROM FINANCING
      ACTIVITIES:Issuance
      of common shares to accredited investors
                      
                      
                      37,000
                      
                      
                      
                      -Principal
      repayments of bank note payable
                      
                      
                      (305
                      )
                      
                      
                      (348
                      )NET
      CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES
                      
                      
                      36,695
                      
                      
                      
                      (348
                      )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                      
                      
                      36,941
                      
                      
                      
                      (7,317
                      )CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE PERIOD
                      
                      
                      87,074
                      
                      
                      
                      57,548END
      OF THE PERIOD
                      
                      $
                      124,015
                      
                      
                      $
                      50,231
  The accompanying notes are an integral
part of these consolidated financial statements
  7
 Table of Contents
  BMX
DEVELOPMENT CORP.
  NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 For the
Three Months Ended March 31, 2009 and 2008
 
 NOTE
1                      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
  Business
Activity
  BMX
Development Corp., (the “Company”) is a motor cycle repair service company
located in the Charlotte, North Carolina area. The Company was certified as
incorporated in the State of Florida officially on January 3, 2005 although the
articles of incorporation were filed on December 28, 2004. Accordingly, under
Florida Statutes 607.0203, the effective date for corporate existence was
December 28, 2004, within five business days of the certification thereto. On
May 30, 2007, the Company legally changed its name to BMX Development Corp. to
better suit the business in which it currently operates in.
 
 Basis of
Presentation
 The
consolidated financial statements include the accounts of BMX Development Corp.
and its wholly owned subsidiary under the accrual basis of accounting. All
intercompany accounts and transactions have been eliminated.
 
 Management’s Use of
Estimates
 The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
  Deferred
Taxes
 Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” 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 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 asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.
 
 Financial
Instruments
 The
Company’s consolidated financial instruments are cash and accounts payable. The
recorded values of cash and accounts payable approximate their fair values based
on their short-term nature.
 
 Cash and Cash
Equivalents - For purposes of the Statement of Cash Flows, the Company
considers highly liquid investments with an original maturity of three months or
less to be cash equivalents.
 
 Revenue Recognition –
Revenue is recognized when repair services are completed provided collection of
the resulting receivable is probable.
 
 Comprehensive Income
(Loss) - The Company adopted Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the consolidated financial
statements. There were no items of comprehensive income (loss) applicable to the
Company during the period covered in the consolidated financial
statements.
  Loss Per Share - The
Company reports loss per share in accordance with Statement of Financial
Accounting Standard (SFAS) No.128. This statement requires dual presentation of
basic and diluted earnings (loss) with a reconciliation of the numerator and
denominator of the loss per share computations. Basic earnings per share amounts
are based on the weighted average shares of common outstanding. If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share. There were no adjustments required to consolidated net loss for the
period presented in the computation of consolidated diluted earnings per
share.
  Impairment of Long-Lived
Assets -In accordance with SFAS No. 144, the Company reviews and
evaluates its long-lived assets for impairment whenever events or changes in
circumstances indicate that their net book value may not be recoverable. When
such factors and circumstances exist, including those noted above, the Company
compares the assets’ carrying amounts against the estimated undiscounted cash
flows to be generated by those assets over their estimated useful lives. If the
carrying amounts are greater than the undiscounted cash flows, the fair values
of those assets are estimated by discounting the projected cash flows. Any
excess of the carrying amounts over the fair values are recorded as impairments
in that fiscal period.
 
 Property and Equipment -Property and equipment is stated at cost. Depreciation is provided by the
straight-line method over the estimated economic life of the property and
equipment remaining from five to seven years.
 
 When
assets are sold or retired, their costs and accumulated deprecation are
eliminated from the accounts and any gain or loss resulting from their disposal
is included in the statement of operations.
 
 The
Company recognizes an impairment loss on property and equipment when evidence,
such as the sum of expected future cash flows (undiscounted and without interest
charges), indicates that future operations will not produce sufficient revenue
to cover the related future costs, including depreciation, and when the carrying
amount of the asset
 
 8
 Table of Contents
  BMX
DEVELOPMENT CORP.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 For the
Three Months Ended March 31, 2009 and 2008
 
 NOTE
1                      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
 cannot be
realized through sale. Measurement of the impairment loss is based on the fair
value of the assets.
 
 Risk and Uncertainties- The Company is subject to risks common to companies in the service
industry, including, but not limited to, litigation, development of new
technological innovations and dependence on key personnel.
 
 Share-Based Payments -In December 2004, the Financial Accounting Standards Board (“FASB”)
issued SFAS No. 123 (R), “Share-Based Payment”, which
establishes standards for transactions in which an entity exchanges its equity
instruments for goods and services. This standard replaces SFAS No. 123 and
supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock-Based
Compensation”. This standard requires a public entity to measure the cost
of employee services, using an option-pricing model, such as the Black-Scholes
Model, received in exchange for an award of equity instruments based on the
grant-date fair value of the award. This eliminates the exception to account for
such awards using the intrinsic method previously allowable under APB No. 25.
Shares of commons stock issued for services rendered by a third party are
recorded at fair market value, generally the quote at the close of market
trading on the day for issuance of the stock or most recent sale. The Company
adopted this standard in prior years using the modified prospective
method.
  Recent Accounting
Pronouncements- In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements(“SFAS 157”). SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007. However, in February 2008, the FASB Staff Position
No. 157-2 was issued, which delays the effective date of the requirements
of SFAS 157 as to nonfinancial assets and nonfinancial liabilities except for
items that are recognized or disclosed at fair value in the consolidated
financial statements on a recurring basis. The effective date has been deferred
to fiscal years beginning after November 15, 2008 for these nonfinancial
assets and liabilities. The Company’s adoption of SFAS 157 on January 1,
2008 did not have a material impact on its consolidated financial position,
results of operations or cash flows during the year ended December 31,
2008. The Company does not expect the deferred portion of the adoption of SFAS
157 to have a material impact on its consolidated financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS 141R”).  SFAS 141R establishes principles and
requirements for how the acquirer in a business combination recognizes and
measures in its financial statements the fair value of identifiable assets
acquired, the liabilities assumed and any noncontrolling interest in the
acquiree at the acquisition date. SFAS 141R determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS 141R is
effective for fiscal years beginning after December 15, 2008. The Company
is currently evaluating the impact of adopting SFAS 141R on its results of
consolidated operations and consolidated financial condition and plans to adopt
it as required in the first quarter of fiscal 2009.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements” (“SFAS 160”), an amendment of Accounting
Research Bulletin No. 51, “Consolidated Financial Statements” (“ARB
51”).  SFAS 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Minority interests will be recharacterized as noncontrolling
interests and will be reported as a component of equity separate from the
parent’s equity, and purchases or sales of equity interests that do not result
in a change in control will be accounted for as equity transactions. In
addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and upon
a loss of control, the interest sold, as well as any interest retained, will be
recorded at fair value with any gain or loss recognized in earnings. This
pronouncement is effective for fiscal years beginning after December 15,
2008. The Company is currently evaluating the impact of adopting SFAS 160 on its
consolidated results of operations and consolidated financial condition and
plans to adopt it as required in the first quarter of fiscal 2009.
 
 Recent Accounting
Pronouncements (cont.) –In March 2008, the FASB issued
SFAS No. 161, “Disclosures about Derivative Instruments and Hedging
Activities — an amendment to FASB Statement No. 133.” SFAS No. 161 is
intended to improve financial standards for derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments;
(b) how derivative instruments and related hedged items are accounted for
under Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early
adoption encouraged. The adoption of this statement, which is expected to occur
in the first quarter of 2009, is not expected to have a material effect on the
Company’s consolidated financial statements.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” The adoption of this statement is not expected to have a material
effect on the Company’s consolidated financial statements.
  In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts — an interpretation of FASB Statement
No. 60.” SFAS No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement No. 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s consolidated financial
statements.
 
 Recent Accounting
Pronouncements (cont.) –On May 9, 2008, the FASB issued FASB
Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).” FSP APB 14-1 clarifies that convertible debt instruments that may
be settled in cash upon conversion (including partial cash settlement) are not
addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible
Debt and Debt Issued with Stock Purchase Warrants.” Additionally, FSP APB
14-1 specifies that issuers of such instruments should separately account for
the liability and equity components in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB14-1 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. FSP APB 14-1 will be effective for the Company on January 1,
2009. The adoption of FSP APB 14-1 is not expected to have a material
impact on the Company’s consolidated results of operations or its consolidated
financial position.
 
 On June
16, 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”, to
address the question of whether instruments granted in share-based payment
transactions are participating securities prior to vesting. FSP EITF 03-6-1
indicates that unvested share-based payment awards that contain rights to
dividend payments should be included in earnings per share calculations. The
guidance is effective for fiscal years beginning after December 15, 2008. FSP
EITF 03-6-1 will be effective for the Company on January 1, 2009. The
adoption of FSP EITF 03-6-1 is not expected to have a material impact on the
Company’s consolidated results of operations or consolidated financial
position.
 
 9
 Table of Contents
 
 BMX
DEVELOPMENT CORP.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 For the
Three Months Ended March 31, 2009 and 2008
 
 NOTE
1                      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
 In June
2008, the FASB issued EITF Issue 07-5 (EITF 07-5), “Determining whether an
Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” EITF
07-5 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early
application is not permitted. Paragraph 11(a) of SFAS No. 133 “Accounting for
Derivatives and Hedging Activities”, specifies that a contract that would
otherwise meet the definition of a derivative but is both (a) indexed to the
Company’s own stock and (b) classified in stockholders’ equity in the statement
of financial position would not be considered a derivative financial instrument.
EITF 07-5 provides a new two-step model to be applied in determining whether a
financial instrument or an embedded feature is indexed to an issuer’s own stock
and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope
exception. EITF 07-5 will be effective for the Company on January 1,
2009. The adoption of EITF 07-5 is not expected to have a material impact
on the Company’s consolidated financial statements.
 
 In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions are Participating Securities” (FSP 03-6-1).
FSP 03-6-1 clarifies that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and are to be included in the computation
of earnings per share under the two-class method described in SFAS No. 128,
“Earnings Per Share”. This FSP will be effective for the Company on January
1, 2009 and requires that all prior-period earnings-per-share data that are
presented be adjusted retrospectively. The Company does not expect FSP 03-6-1 to
have a material impact on its earnings per share calculations.
 
 In
October 2008, the FASB issued FSP No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active” (FSP 157-3). FSP
157-3 clarifies the application of SFAS 157 in a market that is not active and
provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. As it relates to the Company’s financial assets and liabilities
recognized or disclosed at fair value in the Company’s consolidated financial
statements on a recurring basis (at least annually), the adoption of FSP 157-3
did not have a material impact on the Company’s consolidated financial
statements.
 
 In
November 2008, the EITF reached consensus on Issue No. 08-6, “Equity Method
Investment Accounting Considerations” (EITF 08-6), which clarifies the
accounting for certain transactions and impairment considerations involving
equity method investments. The intent of EITF 08-6 is to provide guidance
on (i) determining the initial carrying value of an equity method
investment, (ii) performing an impairment assessment of an underlying
indefinite-lived intangible asset of an equity method investment,
(iii) accounting for an equity method investee’s issuance of shares, and
(iv) accounting for a change in an investment from the equity method to the
cost method. EITF 08-6 is effective
for the Company’s year beginning January 1, 2009 and is to be applied
prospectively. The adoption of Issue No. 08-6 is not expected to have a material
impact on the Company’s consolidated financial position or consolidated results
of operations.
 
 In
December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8,
“Disclosures by Public Entities (Enterprises) About Transfers of Financial
Assets and Interest in Variable Interest Entities” (FSP 140-4).
FSP 140-4 requires additional disclosure about transfers of financial
assets and an enterprise’s involvement with variable interest entities.
FSP 140-4 was effective for the first reporting period ending after
December 15, 2008. The adoption of FSP 140-4 did not have any impact
on the Company’s consolidated financial statements.
 
 In December 2008, the FASB issued FSP No.132 (R)-1, “Employers’
Disclosures about Pensions and Other Postretirement Benefits” (FSP 132R-1). FSP
132R-1 requires enhanced disclosures about the plan assets of a Company’s
defined benefit pension and other postretirement plans. The enhanced disclosures
required by this FSP are intended to provide users of financial statements with
a greater understanding of: (1) how investment allocation decisions are
made, including the factors that are pertinent to an understanding of investment
policies and strategies; (2) the major categories of plan assets;
(3) the inputs and valuation techniques used to measure the fair value of
plan assets; (4) the effect of fair value measurements using significant
unobservable inputs (Level 3) on changes in plan assets for the period; and
(5) significant concentrations of risk within plan assets. This FSP will be
effective for the Company’s year beginning January 1, 2009 and is not expected
to have a material impact on its consolidated financial
statements.
 
 NOTE
      2
              INCOME
      TAXES
 
 At March
31, 2009, the Company had federal and state net operating loss carry forwards of
approximately $103,000 that expire in the year 2020.
 Due to
operating losses, there is no provision for current federal or state income
taxes for the three months ended March 31, 2009 and 2008.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.
 
 The
Company’s deferred tax asset at March 31, 2008 consists of net operating loss
carry forwards calculated using federal and state effective tax rates equating
to approximately $22,000 less a valuation allowance in the amount of
approximately $22,000. Because of the Company’s lack of earnings history, the
deferred tax asset has been fully offset by a valuation allowance. The valuation
allowance increased by approximately $1,000 for the three month period ended
March 31, 2009.
  The
Company’s total deferred tax asset as of March 31, 2009 is as
follows:
  
 Net operating loss carry
forwards                                    $   22,000
 Valuation
allowance                                                            (22,000)
 
 Net
deferred tax
asset                                        $           --
 =======
 
 The
reconciliation of income taxes computed at the federal and state statutory
income tax rate to total income taxes for the three months ended March 31, 2009
and 2008 is as follows:
 
 Income tax computed at the federal
statutory
rate                        
34%
 Income
tax computed at the state statutory
rate                             5%
 Valuation
allowance                                                                           (39%)
  Total
deferred tax
asset                                                                     0%
  NOTE
3                      CAPITAL
STOCK
 The
Company is authorized to issue 200,000,000 common shares at $.001 par value per
share.
  In
August, 2007, the Company affected a ten for one forward split of its common
stock.
  The
Company issued 200,000 pre-split (2,000,000 post-split) common shares in May,
2007 to its Vice President, for the purchase of all of his stock in a motorcycle
repair company that he solely owned.
  In the
first quarter of 2009, the Company issued 18,500 shares of its restricted common
stock to four accredited investors in exchange for $37,000 in cash. The Company
also issued an equal warrant for each share sold. See Note 9 below for
disclosure of the warrants. The Company recorded $21,123 in expense during the
three months ended March 31, 2009 to record the fair market value of the
warrants issued based on the Black Scholes option-pricing model.
  NOTE
4                      LOSS PER
SHARE
 Loss per
share is computed by dividing the net loss by the weighted average number of
common shares outstanding during the period. Basic and diluted loss per share
was the same for the three months ended March 31, 2009 and 2008.
  NOTE
5                      SUPPLEMENTAL CASH FLOW
INFORMATION
 
 Supplemental
disclosures of cash flow information for the three months ended March 31, 2009
and 2008 are summarized as follows:
  
 Cash paid
during the periods for interest and income taxes:
  
 2009                                2008
 
 Income
Taxes                                                      $   --                                $  --
 
 Interest                                                                $
579                                $
610
 
 NOTE
6                      GOING CONCERN AND
UNCERTAINTY
 
 The
Company has suffered recurring losses from operations since inception. In
addition, the Company has yet to generate an internal cash flow from its
business operations. These factors raise substantial doubt as to the ability of
the Company to continue as a going concern.
 
 Management’s
plans with regard to these matters encompass the following actions: 1) obtain
funding from new investors to alleviate the Company’s working deficiency, and 2)
implement a plan to generate sales. The Company’s continued existence is
dependent upon its ability to resolve it liquidity problems and increase
profitability in its current business operations. However, the outcome of
management’s plans cannot be ascertained with any degree of certainty. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of these risks and
uncertainties.
 
 NOTE
7                      BANK NOTE
PAYABLE
 
 The
Company has a term bank note payable to an unrelated banking institution bearing
annual interest of 10.25%, secured by equipment with a net book value of $5,417
at March 31, 2009. The note was originally for $9,900 and consists of
eighty-four monthly payments of principal and interest of $168 with principal
maturity in December, 2011.
 
 Principal
maturities of the bank note payable as of March 31, 2009 for the next five years
with none due thereafter are as follows:
 
 2009                                           $       1,394
 2010                                           $       1,728
 2011                                           $       2,354
 Total                                          $       5,476
 ========
  10
 Table of Contents
  BMX
DEVELOPMENT CORP.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 For the
Three Months Ended March 31, 2009 and 2008
 
 NOTE
8                      LEASE COMMITMENT AND RELATED
PARTY TRANSACTION
 
 The
Company has a three year lease at $100 per month with a related party company
that is partially owned by its President. The lease expires on December 31, 2009
and, therefore, no future minimum lease commitment exists beyond one
year.
 
 The
Company also has an oral, month-to-month lease with an individual related to the
Company’s Vice President. The lease is gratuitous and consists of approximately
1,100 square feet of space including a bay area, shop and office. The
consolidated financial statements herein include the imputed fair value of the
space at $900 per month based upon comparables in the area.
 
 At March
31, 2009, the Company owes $5,000 plus accrued interest to a company related
through common ownership with the Company’s officer, director and majority
shareholder for money it borrowed in prior years.
 
 NOTE
9                      STOCK
WARRANTS
 
 During
the three months ended March 31, 2009, the Company issued 18,500 stock warrants
to four unrelated accredited investors who subscribed to the Company’s common
stock. The stock warrants allow the unrelated parties to purchase shares of the
Company’s stock at $2.00 per share per the individual signed warrant agreement.
The warrants allow the unrelated parties to purchase one common share of the
Company’s common stock for each warrant. The warrants expire in February, 2012
per the individual warrant agreement. The Company did not grant any registration
rights with respect to any shares of common stock issuable upon exercise of the
warrants. The Company recorded an expense of $21,123 equal to the estimated fair
value of the options at the date of grants. The fair market value was calculated
using the Black-Scholes options pricing model, assuming approximately 5%
risk-free interest, 0% dividend yield, 65% volatility, $2.00 per share strike
price, and a life of three years.
  
 Stock warrants outstanding and
exercisable on March 31, 2009 are as follows:
  Exercise
                Shares
      Under
                Remaining
      LifePrice per  Share
                Option
                In YearsOutstanding:$1.50
                96,000
                1.75$2.00
                18,500
                2.90Exercisable:$1.50
                96,000
                1.75$2.00
                18,500
                2.90
  11
 Table of Contents
  ITEM
2.MANAGEMENT'S
DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF
OPERATION
 
 As used herein the terms "we", "us",
"our," the “Registrant,” “BMX” and the "Company" means, BMX Development Corp., a
Florida corporation. These terms also refer to our wholly-owned subsidiary
corporation, Johnson High Performance, Inc. (“JHP”), organized and existing
under the laws of North Carolina on September 1, 2004, acquired on April 27,
2007.
 
 GENERAL
DESCRIPTION OF
BUSINESS
  We were incorporated on December 28,
2004 under the name Biometrix International, Inc. On May 30, 2007, we filed an
amendment to the Articles of Incorporation with the Secretary of State of
Florida to change our corporate name to BMX Development Corp. On April 27, 2007,
we acquired our sole wholly-owned subsidiary, Johnson High Performance, Inc.
("JHP"). After the acquisition, we changed our corporate name to BMX Development
Corp. as mentioned above and began the business for motorcycle
repairs.
 
 On April 27, 2007, BMX (legal acquirer)
executed a Plan of Exchange with JHP (accounting acquirer), the sole shareholder
of JHP, pursuant to which BMX issued the new 200,000 common shares to Dean A.
Stewart, sole shareholder of JHP, pursuant to Regulation D under the Securities
Act of 1933, as amended, in exchange for all of the common shares of JHP. As a
result, JHP became the wholly-owner subsidiary of BMX.
 
 The above
mentioned stock exchange transaction has been accounted for as a reverse
acquisition and recapitalization of BMX whereby JHP is deemed to be the
accounting acquirer (legal acquiree) and BMX to be the accounting acquiree
(legal acquirer). The accompanying consolidated financial statements are in
substance those of JHP, with the assets and liabilities, and revenues and
expenses, of BMX being included effective from the date of stock exchange
transaction. BMX is deemed to be a continuation of the business of JHP.
Accordingly, the accompanying consolidated financial statements include the
following:
 
 (1) The
      balance sheet consists of the net assets of the accounting acquirer at
      historical cost and the net assets of the accounting acquiree at
      historical cost;
 
 (2) the
      financial position, results of operations, and cash flows of the acquirer
      for all periods presented as if the recapitalization had occurred at the
      beginning of the earliest period presented and the operations of the
      accounting acquiree from the date of stock exchange
      transaction.
 
 Since the completion of the Plan of
Exchange, which was on April 27, 2007, we have continued operations of JHP.
Prior to the merger with JHP, we were an inactive, dormant shell corporation. We
had been dormant since December, 2004 with operations consisting of only
organizational activities. Management decided that the repair and servicing of
motor cycles would be beneficial, thus we acquired a business in this
field.
 
 Our
operations primarily involve street and off-road motorcycle servicing and
repair, specializing in affordable brand name and after-market replacement
products. Through our emphasis on budget pricing and high quality service, we
have developed a market in the motorcycle service industry in the local
Charlotte, North Carolina area and a fifty mile surrounding area. We currently
operate one office and one service bay area that is maintained by a management
team of two individuals. The present geographic area we operate in includes
primarily the Mecklenburg County, and Iredell County areas of North Carolina.
Our subsidiary’s phone number is (336) 992-0241. This is the number used by
customers and for all other business related matters.
 
 Marketing
for our services is accomplished through print ads in newspapers as well as
wholesale referrals. Additionally, we utilize a network of motor cycle owners
and obtain business through networking with them.
 
 The
motorcycle repair service industry is highly competitive with respect to price,
service, quality, and location. There are numerous competitors in the motorcycle
repair servicing industry that possess substantially greater financial,
marketing, personnel and other resources. There can be no assurance that we will
be able to respond to various competitive factors affecting the business. We
plan to gain a competitive advantage over our competitors in the motorcycle
repair servicing industry by offering quality services at a low
price.
 
 We
believe our quality and good customer service will differentiate our services
from our competitors. For example, many of our listed prices currently match or
are lower than the advertised prices of our major competitors. Also, we offer
next day servicing on our repairs and our customer service professionals have an
average of five years in the motorcycle industry which allows them to better
serve our customers. However, since many of our competitors have greater brand
loyalty and more capital resources than we do, there can be no assurance we will
be successful in gaining that competitive advantage in our
marketplace.
 
 Our main
markets are individual retail customers and wholesale buyers and no single
customer makes up more than ten percent of our total revenues. We do not expect
that this will change in the future.
 
 We have
two full-time employees. We also have two management consultants that are each
independently contracted by us to service and provide financial consulting and
services.
 
 Our
service line consists primarily of the following:
  ·
              Air
      filters                                Fuel
      valves                                    Throttle
      assemblies
 ·
              Air
      shifters                             Gaskets                                           Tires
 ·
              Carburetors                            Ignitions                                        Transmission
      and clutch parts
 ·
              Chains                                     Piston
      kits                                  
         Valves
 ·
              Cylinders                                Race
      engine
      valves                   
         Velocity stacks
 ·
              Exhaust
      systems                   RPM
      limiters                               
         Wheels
 
 We
provide installation services for these products.
 
 No single
customer accounts for more than ten percent of our business. At the present time
there is no need for governmental approvals, though this may change in the
future.
 
 Servicing
 
 Our tool
inventory consists of products which we purchase from wholesalers. Of our 200
total square feet of facility, 100 square feet is dedicated to accounting,
administration, billing, etc. We do provide installation and repair services
from this facility.
 
 Pricing
 
 The price
range of motor cycle replacement parts varies from market to market, affected by
several factors including brand recognition, marketing strategies, quality,
warranties, payment terms etc. A strategy primarily focused on being the lowest
price typically results in more intense competition and lower profit margin.
Therefore, on many of our services we offer multiple value choices in a
good/better/best assortment, with appropriate price and quality differences from
the “good” products to the “better” and “best” products. We believe that our
overall prices compare favorably to those of our competitors.
 
 Marketing
 
 We
believe that targeted advertising and marketing play important roles in
succeeding in today’s environment. We will constantly work to understand our
customers’ wants and needs so that we can build long-lasting, loyal
relationships. We plan to utilize marketing and advertising primarily to advise
customers about the overall importance of motor cycle maintenance, our great
value and the availability of high quality service and parts. We are attempting
to develop a targeted ‘loyalty program’ as a marketing method of driving new
traffic to us. The basic idea of a ‘loyalty program’ is providing incentive
discounts to the repeat customers. We will store up our customers' purchase
records and set up guidelines to identify qualified customers. Such guidelines
may include the total amount spent on repairs, or total visits for our services.
For example, we may provide a 10% discount to customers whose total yearly
spending exceeds $1,000. The loyalty program is still under development. We
believe such incentives will appeal to our targeted customers including garages,
service stations and other mechanics that repeatedly purchase use our services.
To increase average sales dollars per transaction, we utilize creative
promotional materials to increase the chance of up-selling and cross-selling
opportunities.
 
 Purchasing
and Supply Chain
 
 Replacement
parts are selected and purchased from various vendors locally. We currently have
several primary suppliers including Kustomwerks and Zippers. Neither of them are
related parties. We typically assemble a list of replacement parts and products
we need and phone or fax our orders into our suppliers on a daily basis. Most
replacement parts and products are delivered to us the same day. We do not have
any written distributors agreements with any of our suppliers. If we lost any of
our suppliers, we believe we will be able to replace them with a comparable
supplier without a material disruption to our business. However, we believe that
we currently have good relationships with our suppliers.
  Environmental
Law Compliance
 
 There are no current existing
environmental concerns for our services. If this changes in the future, we make
every effort to comply with all such applicable regulations.
 
 RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 
 The following discussion should be read
in conjunction with the consolidated financial statements included in this
report and is qualified in its entirety by the foregoing.
  FORWARD
LOOKING STATEMENTS
 Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by "Management's
Discussion and Analysis" and the Notes to Consolidated Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update or revise any forward-looking statements. These forward-looking
statements include statements of management's plans and objectives for our
future operations and statements of future economic performance, information
regarding our expansion and possible results from expansion, our expected
growth, our capital budget and future capital requirements, the availability of
funds and our ability to meet future capital needs, the realization of our
deferred tax assets, and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements.
 
 CRITICAL
ACCOUNTING POLICIES
 Revenue
recognition
 
 We
recognize revenue when repair services are completed, persuasive evidence of an
arrangement exists, the fee is fixed or determinable and collectibility is
probable. We assess collectibility based upon the clients’ financial condition
and prior payment history, as well as our performance under the
contract.
 
 Property, Plant, and
Equipment
 
 Property
and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the date on which they become
fully operational and after taking into account their estimated residual
values:
 
 Depreciable lifeMachinery
                5
      yearsEquipment
                5
      years
 
 Expenditure
for maintenance and repairs is expensed as incurred.
 
 Revenues
 
 Sales
were $3,788 and $12,984 for the three months ended March 31, 2009 and 2008,
respectively. Sales revenues were due primarily to motorcycle repairs and
maintenance. The decline in sales was due to fewer advertising in 2009 and a
weakening, recessionary economy.
 
 Gross
profits were $2,273 and $7,788 for the three months ended March 31, 2009 and
2008, respectively. Sales revenues were due primarily to motorcycle repairs and
maintenance. The decline in quarterly revenues was due to fewer advertising in
2009 and a weakening, recessionary economy.
 
 Income /
Loss
 
 We had
net losses of $26,930 and $9,522 for the three months ended March 31, 2009 and
2008, respectively. The net losses in these periods were primarily due to the
increase in selling, general, and administrative expenses from $28,624 for the
three months ended March 31, 2009 compared to $16,700 for the three months ended
March 31, 2008. The increase in expenses was attributable to the issuance of
warrants in the first quarter of 2009 which were recorded at fair value of
$21,123 using the Black Scholes option pricing method.
 
 Expenses
 
 Operating
expenses for the three months ended March 31, 2009 and 2008 were $28,624 and
$16,700, respectively. The increase was mainly attributable to the issuance of
warrants in the first quarter of 2009 which were recorded at fair value of
$21,123 using the Black Scholes option pricing method.
 
 
 Cost of
Sales
 
 Cost of revenue primarily includes
sales of purchased motor cycle parts inventory. During the three months ended
March 31, 2009, we had cost of revenues of $1,515, or approximately 40% of
revenues, and $5,196 for the three months ended March 31, 2008, or approximately
40%. The cost of revenue as a percentage of revenue stayed constant with costs
of parts and labor staying constant during the three-month period ended March
31, 2009.
 
 Impact of
Inflation
 
 We
believe that inflation has had a negligible effect on operations during the
three months ended March 31, 2009 and 2008. We believe that we can offset
inflationary increases in the cost of revenue by increasing revenue and
improving operating efficiencies.
  Liquidity and Capital
Resources
 
 Net cash
flows provided by (used in) operating activities were $246 and $(6,969) for the
three months ended March 31, 2009 and 2008, respectively, primarily attributable
to a net loss, which were $26,930 and $9,522 for the three months ended March
31, 2009 and 2008, offset by depreciation expense of $3,250, fair value of rent
provided in the amount of $2,700, and increases in accounts payable in March 31,
2009. Also, the fair value of warrants issued to accredited investors increased
from $0 in March 31, 2008 to $21,123 in March 31, 2009.
 
 There
were no cash flows from investing activities for the three months ended March
31, 2009 and 2008.
 
 Net cash
flows provided by (used in) financing activities were $36,695 and $(348) for the
three months ended March 31, 2009 and 2008, attributable to principal repayments
on our note payable to the bank and issuances of common shares to accredited
investors in the amount of $37,000 in the quarter ending March 31,
2009.
  Overall,
we have funded all of our cash needs from inception through March 31, 2009 with
proceeds from issuance of our common stock.
 
 On March
31, 2009, we had cash of $124,015 on hand. We do not have or anticipate having
within the next 12 months any cash flow or liquidity problems and we are not in
default or in breach of our note or lease or other indebtedness or financing
arrangement requiring us to make payments.
 
 No
significant amount of our trade payables has been unpaid within the stated trade
term. We are not subject to any unsatisfied judgments, liens or settlement
obligations.
 
 12
 Table of Contents
  ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 The
information to be reported under this item is not required of smaller reporting
companies.
 
 ITEM 4. CONTROLS AND
PROCEDURES
 
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and its Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. The controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
  As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.
  The
Certifying Officers have also concluded, based on their evaluation of our
controls and procedures that as of March 31, 2009, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.
  The
Certifying Officers have also concluded that there was no change in our internal
controls over financial reporting identified in connection with the evaluation
that occurred during our fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
 
 ITEM 4T. CONTROLS AND
PROCEDURES
  (a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.
  Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Exchange Act as of March 31, 2009,
and, based on their evaluation, as of the end of such period, the our disclosure
controls and procedures were effective as of the end of the period covered by
the Quarterly Report,
  (b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibilities to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
 
 •           Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
and
 
 •           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being
made only in accordance with authorizations of management of the issuer;
and
 
 •           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the financial statements.
 
 As of the
end of the period covered by the Quarterly Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.
  Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework.
  Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
  This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Quarterly
Report.
  (c) Changes in
internal control over financial reporting. There were 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 last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 13
 Table of Contents
  PART II. OTHER
INFORMATION
 
 ITEM
1. LEGAL PROCEEDINGS
 
 We are
not aware of any pending or threatened legal proceedings, in which we are
involved. In addition, we are not aware of any pending or threatened legal
proceedings in which entities affiliated with our officers, directors or
beneficial owners are involved.
  ITEM
1A. RISK FACTORS
 
 There are
many factors that affect our business, operating results and financial
conditions, many of which are beyond its control. The following is a description
of the most significant factors that might cause the actual results of
operations in future periods to differ materially from those currently expected
or desired.
 
 Our
limited operating history makes evaluation of our business and prospects
difficult.
 
 We have
received a report from our independent auditors on our financial statements for
years ended December 31, 2008 and 2007. The footnote to our financial statements
list factors that raise doubt about our ability to continue as a going
concern.
 
 Seasonal
fluctuations in this business could adversely affect our revenues, could cause
cut backs in our operations and may impede future growth.
 
 The motor
cycle repair and servicing industry is subject to seasonal fluctuations.
Historically, the industry is known to have seasonal fluctuations. Therefore, we
expect to experience periods where a lack of revenue may adversely effect our
operations. For example, an extended period of lack of revenue may cause us to
cut back on our operations which may impede any future growth.
 
 We
do not expect to pay dividends on our common stock.
 
 It is
unlikely any dividends will be paid on the Shares in the near future; and there
are no legal requirements or promise made by us to declare or pay dividends, and
even if profitable, we may elect to use the profits for the business in lieu of
declaring any dividends.
 
 Natural
disasters, including earthquakes, fires and floods, could severely damage or
interrupt our systems and operations and result in an adverse effect on our
business, financial condition or results of operations.
 
 Natural
disasters such as fire, flood, earthquake, tornado, power loss, break-in or
similar event could severely damage or interrupt our systems and operations
and/or result in temporary or permanent loss of manufacturing capability. Great
delays could be experienced; power outages and communication blackouts could
occur that would effectively halt, indefinitely, operations or that would
cripple us at this critical growth stage.
 
 Management,
though experienced in this field, is small and may not be able to handle fast
growth in time to train additional managers. This could bring to bear undue
strain on us that could derail growth.
 
 We may
not be able to service and repair motor cycles effectively if our management
does not have adequate time and resources to conduct its activities. Moreover,
as our sales grow, the strain on our management may increase.
 
 Extreme
market conditions of high inflation, low inflation, easy access to financing or
a tightening of the money supply could hamper our effects on advertising,
marketing and sales efforts.
 
 The
desire for our services is strongly influenced by the condition of the economy,
access to credit and the condition of the financial markets.
 
 We
have substantial near-term capital needs; we may be unable to obtain the
additional funding needed to enable us to operate profitably in the
future.
 
 We will
require additional funding over the next twelve months to develop our
business.  Presently, we have approximately $124,015 worth of liquid
assets with which to pay our expenses.  Accordingly, we will seek
outside sources of capital such as conventional bank financing; however, there
can be no assurance that additional capital will be available on favorable terms
to us. If adequate funds are not available, we may be required to curtail
operations or to obtain funds by entering into collaboration agreements on
unattractive terms.
 
 In
addition, we have no credit facility or other committed sources of capital
sufficient to fund our business plan. We may be unable to establish credit
arrangements on satisfactory terms. If capital resources are insufficient to
meet our future capital requirements, we may have to raise funds to continue
development of our operations. To the extent that additional capital is raised
through the sale of equity and/or convertible debt securities, the issuance of
such securities could result in dilution to our shareholders and/or increased
debt service commitments. If adequate funds are not available, we may be
unable to sufficiently develop our operations to become profitable.
 
 If
we lose the services of our President, our business may be
impaired.
 
 Our
success is heavily dependent upon the continued and active participation of our
President, Michael J. Bongiovanni. The loss of Mr. Bongiovanni’s services could
have a severely detrimental effect upon the success and development of our
business, inasmuch as he is the only officer with the experience to continue our
operations.
 
 Lack
of an established nation-wide brand name could negatively impact our ability to
effectively compete in the motor cycle repair market.
 
 We do not
have an established brand name or reputation to successfully sell our motor
cycle repair services. We also have a relative lack of resources to conduct our
business operations. Thus, we may have difficulty effectively competing with
companies that have greater name recognition and resources than we do.
Presently, we have no patents, copyrights, trademarks and/or service marks that
would protect our brand name, nor do we have any current plans to file
applications for such rights. Our inability to promote and/or protect our brand
name may have an adverse effect on our ability to compete effectively in the
motor cycle repair servicing industry.
 
 We
face intense competition, which puts us at a competitive disadvantage; if we are
unable to overcome these competitive disadvantages we may never become
profitable.
 
 The
market for motor cycle repairs is intensely competitive and dominated by a
small number of large, well-established, and well-financed companies. Many of
these competitors have longer operating histories and greater financial,
technical, sales and marketing resources than we do. In addition, we also face
competition from potential new entrants into the market. Management cannot
guarantee that we will be able to compete successfully against current and
future competitors or that competitive pressure will not result in price
reductions, reduced operating margins and loss of market share, any one of which
could seriously harm our business.
 
 Because
our stock is considered a penny stock, any investment in our stock is considered
to be a high-risk investment and is subject to restrictions on
marketability.
 
 Our
shares are "penny stocks" within the definition of that term as contained in the
Securities Exchange Act of 1934, which are generally equity securities with a
price of less than $5.00. Our shares will be subject to rules that impose sales
practice and disclosure requirements on certain broker-dealers who engage in
certain transactions involving a penny stock. These rules impose restrictions on
the marketability of the common stock and may affect its market
value.
 
 If demand for our services slows,
then the development of our business may be restricted.
 
 Demand
for motor cycle repair services depends on our customers; therefore, we may be
affected by many factors indirectly. In the short term, the demand for our
services may depend upon:
 
 ·
              The
      number of miles motor cycles is driven annually, as higher motor cycle
      mileage increases the need for maintenance and repair. Mileage levels may
      be affected by gas prices and other
factors.
 ·
              The
      number of motor cycles in current service that are seven years old and
      older, as these motor cycles are no longer under the original motor cycle
      manufacturers’ warranty and will need more maintenance and repair than
      younger motor cycles.
 ·
              The
      weather, as motor cycle maintenance may be deferred in periods of
      inclement weather.
  For the
long term, demand for our products may depend upon:
 
 ·
              The
      quality of the motor cycles manufactured by the original motor cycle
      manufacturers and the length of the warranty or maintenance offered on new
      motor cycles.
 ·
              Restrictions
      on access to diagnostic tools and repair information imposed by the
      original motor cycle manufacturers or by governmental
      regulation.
  If
we are unable to compete successfully against other businesses that offer the
services that we offer, our sales and profits may decline.
 
 The
servicing of motor cycles is highly competitive based on many factors, including
name recognition, product availability, customer service, store location and
price. Competitors are opening locations within our area.
 
 Competitors
include national, regional and local motor cycle parts chains, independently
owned motor cycle parts stores, jobbers, repair shops, car washes and motor
cycle dealers, in addition to discount and mass merchandise stores, department
stores, hardware stores, supermarkets, drugstores and home stores that sell
aftermarket motor cycle parts and supplies, chemicals, accessories, tools and
maintenance parts. Although we believe we compete effectively on the basis of
the knowledge and expertise of our employees, merchandise quality, selection and
availability, product warranty, and price; some competitors may have competitive
advantages, such as greater financial and marketing resources, larger stores
with more merchandise, longer operating histories, more frequent customer visits
and more effective advertising. If we are unable to continue to develop
successful competitive strategies, or if our competitors develop more effective
strategies, our sales and profits may decline.
 
 Rising
fuel prices may reduce our profitability.
 
 Rising
fuel prices may decrease demand for the services that we offer, overall
transaction count and our profitability. Fuel prices impact our commercial
delivery, utility, and product costs.
 
 There
is limited liability of our management under our Articles of Incorporation and
By-Laws and they are held harmless for certain actions under state law. Such
provisions substantially limit shareholders' ability to hold officers and
directors liable for breaches of fiduciary duty.
 
 We have
adopted provisions to our Articles of Incorporation and Bylaws which limit the
liability of our Officers and Directors, and provide for indemnification by our
Officers and Directors to the full extent permitted by Florida corporate law,
which generally provides that our officers and directors shall have no personal
liability to us or our stockholders for monetary damages for breaches of their
fiduciary duties as directors, except for breaches of their duties of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, acts involving unlawful payment of dividends or
unlawful stock purchases or redemptions, or any transaction from which a
director derives an improper personal benefit. Such provisions substantially
limit the shareholder's ability to hold officers and directors liable for
breaches of fiduciary duty, and may require us to indemnify its officers and
directors. This limits a shareholder's ability to hold officers and directors
accountable in general, which renders their investment more risky.
 
 We
received a Going Concern opinion during our recent financial audits
 
 We have
received a report from our independent auditor on our financial statements for
the years ended December 31, 2008 and 2007. The footnotes to our audited
financial statements list factors which raise some doubt about our ability to
continue as a going concern. These factors were related to recurring losses
from operations since inception. In addition, we have yet to generate an
internal cash flow from our business operations. Our plans with regard to
these matters encompass the following actions: 1) obtain funding from new
investors to alleviate our working deficiency, and 2) implement a plan to
generate further sales. Our continued existence is dependent upon our
ability to resolve our liquidity problems and increase profitability in our
current business operations. However, the outcome of management’s plans cannot
be ascertained with any degree of certainty. The accompanying consolidated
audited financial statements do not include any adjustments that might result
from the outcome of these risks and uncertainties.
 
 Declining
economic conditions could negatively impact our business.
  Our
operations are affected by local, national and worldwide economic
conditions.  Markets in the United States and elsewhere have been
experiencing extreme volatility and disruption for more than 12 months, due in
part to the financial stresses affecting the liquidity of the banking system and
the financial markets generally.  In recent weeks, this volatility and
disruption has reached unprecedented levels.  The consequences of a
potential or prolonged recession may include a lower level of economic activity
and uncertainty regarding energy prices and the capital and commodity markets.
While the ultimate outcome and impact of the current economic conditions cannot
be predicted, a lower level of economic activity might result in a decline in
energy consumption, which may adversely affect the price of oil, liquidity and
future growth.  Instability in the financial markets, as a result of
recession or otherwise, also may affect the cost of capital and our ability to
raise capital.
 
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 Table of Contents
  ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
  During
the first quarter of 2009, we issued 500 common shares each to Scott Tetterton
and Victor Hart at $2.00 per share for a total of $1,000 from each investor and
an aggregate of $2,000. We used the proceeds from these offerings for working
capital purposes. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made these offerings based on the
following facts: (1) the issuances were isolated private transactions which did
not involve a public offering; (2) there was only one offeree in each offering,
(3) each offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offerees were sophisticated investors very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 During
the first quarter of 2009, we issued 5,000 common shares to Michael Archer II at
$2.00 per share for a total aggregate amount of $10,000. We used the proceeds
from these offerings for working capital purposes. We relied on exemptions
provided by Section 4(2) of the Securities Act of 1933, as amended. We made
these offerings based on the following facts: (1) the issuances were isolated
private transactions which did not involve a public offering; (2) there was only
one offeree in each offering, (3) each offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offerees were
sophisticated investors very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; (6) the stock was not broken down into smaller denominations; and
(7) the negotiations for the sale of the stock took place directly between the
offeree and our management.
 
 During
the first quarter of 2009, we issued 12,500 common shares to Peter J. Wirth at
$2.00 per share for a total aggregate amount of $25,000. We used the proceeds
from these offerings for working capital purposes. We relied on exemptions
provided by Section 4(2) of the Securities Act of 1933, as amended. We made
these offerings based on the following facts: (1) the issuances were isolated
private transactions which did not involve a public offering; (2) there was only
one offeree in each offering, (3) each offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offerees were
sophisticated investors very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; (6) the stock was not broken down into smaller denominations; and
(7) the negotiations for the sale of the stock took place directly between the
offeree and our management.
  ITEM
3. DEFAULTS UPON SENIOR SECURITIES
 
 None.
 
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 ITEM
5. OTHER INFORMATION
 
 None.
 
 ITEM
6. EXHIBITS
 
 (1)
                Exhibits: Exhibits required to be attached
      by Item 601 of Regulation S-B are listed in the Index to Exhibits
      beginning on page 32 of this Form 10-Q, which is incorporated herein by
      reference.
  Reports on Form 8-K
filed
 
 (2)
              None.
  15
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 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, there
unto duly authorized.
  BMX
      DEVELOPMENT CORP.Date:
      May 13, 2009
              By:
              /s/ Michael
      J. BongiovanniMichael
      J. Bongiovanni
                President
  16
 Table of Contents
  INDEX
TO EXHIBITS
  Exhibit
      No.
              
              Description31.1
              
              Certification of Chief Executive
    Officer31.2
              
              Certification of Chief Financial
    Officer32.1
              
              Statement required by 18 U.S.C. Section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
2002.32.2
              
              Statement required by 18 U.S.C. Section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
    2002