UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
______________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to____________
Commission File Number: 000-49671
BEAR LAKE RECREATION, INC.
(Exact name of issuer as specified in its charter)
| Nevada | 87-0620495 | |
| (State or Other Jurisdiction of | (I.R.S. Employer I.D. No.) | |
| incorporation or organization) |
4685 S. Highland Drive, Suite #202
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
(801) 278-9424
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [X] No [ ] (The Registrant does not have a corporate Web site.)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
| Class | Outstanding as of May 11, 2012 | |
| Common Capital Voting Stock, $0.001 par value per share | 1,249,816 shares |
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements.
March 31, 2012
C O N T E N T S
| Condensed Balance Sheets | 3 |
| Condensed Statements of Operations | 4 |
| Condensed Statements of Cash Flows | 5 |
| Notes to Condensed Financial Statements | 6 |
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Bear Lake Recreation, Inc.
(A Development Stage Company)
Condensed Balance Sheets
March 31, 2012 and June 30, 2011
(Unaudited)
| 3/31/2012 | 6/30/2011 | |||||||
| ASSETS | ||||||||
| Total Assets | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | - | $ | 578 | ||||
| Related Party Payable | 78,772 | 70,031 | ||||||
| Accrued Interest - Related Parties | 5,754 | - | ||||||
| Total Current Liabilities | 84,526 | 70,609 | ||||||
| Total Liabilities | 84,526 | 70,609 | ||||||
| Stockholders' Deficit | ||||||||
| Preferred Stock -- 5,000,000 shares authorized having a | ||||||||
| par value of $.001 per share; 0 shares issued | ||||||||
| and outstanding | - | - | ||||||
| Capital Stock -- 50,000,000 shares authorized having a | ||||||||
| par value of $.001 per share; 1,249,816 shares issued | ||||||||
| and outstanding | 1,250 | 1,250 | ||||||
| Additional Paid-in Capital | 82,828 | 82,828 | ||||||
| Accumulated Deficit during the Development Stage | (168,604 | ) | (154,687 | ) | ||||
| Total Stockholders' Deficit | (84,526 | ) | (70,609 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | - | $ | - | ||||
See accompanying unaudited notes to condensed financial statements.
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Bear Lake Recreation, Inc.
(A Development Stage Company)
Condensed Statements of Operations
For the Three and Nine Months Ended March 31, 2012 and 2011, and
For the Period from Inception (October 22, 1998) through March 31, 2012
(Unaudited)
| From | ||||||||||||||||||||
| For the | For the | For the | For the | Inception | ||||||||||||||||
| Three | Three | Nine | Nine | (Oct. 22, | ||||||||||||||||
| Months | Months | Months | Months | 1998) | ||||||||||||||||
| Ended | Ended | Ended | Ended | Through | ||||||||||||||||
| March 31, | March 31, | March 31, | March 31, | March 31, | ||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | 2012 | ||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | 1,396 | ||||||||||
| Cost of Goods Sold | - | - | - | - | 707 | |||||||||||||||
| Gross Profit | - | - | - | - | 689 | |||||||||||||||
| General and Administrative Expenses | 1,988 | 1,700 | 8,163 | 7,127 | 163,539 | |||||||||||||||
| Net Loss from Operations | (1,988 | ) | (1,700 | ) | (8,163 | ) | (7,127 | ) | (162,850 | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||||||
| Related party interest expense | (1,953 | ) | - | (5,754 | ) | - | (5,754 | ) | ||||||||||||
| Total Other Income (Expense) | (1,953 | ) | - | (5,754 | ) | - | (5,754 | ) | ||||||||||||
| Net Loss Before Taxes | (3,941 | ) | (1,700 | ) | (13,917 | ) | (7,127 | ) | (168,604 | ) | ||||||||||
| Provision for Income Taxes | - | - | - | - | - | |||||||||||||||
| Net Loss | $ | (3,941 | ) | $ | (1,700 | ) | $ | (13,917 | ) | $ | (7,127 | ) | $ | (168,604 | ) | |||||
| Loss Per Share - Basic and Diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.19 | ) | |||||
| Weighted Average Shares Outstanding - | ||||||||||||||||||||
| Basic and Diluted | 1,249,816 | 1,249,816 | 1,249,816 | 1,249,816 | 897,130 | |||||||||||||||
See accompanying unaudited notes to condensed financial statements.
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Bear Lake Recreation, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Nine Months Ended March 31, 2012 and 2011, and
For the Period from Inception (October 22, 1998) through March 31, 2012
(Unaudited)
| From | ||||||||||||
| For the | For the | Inception | ||||||||||
| Nine | Nine | (Oct. 22, | ||||||||||
| Months | Months | 1998) | ||||||||||
| Ended | Ended | Through | ||||||||||
| March 31, | March 31, | March 31, | ||||||||||
| 2012 | 2011 | 2012 | ||||||||||
| Cash Flows From Operating Activities | ||||||||||||
| Net Loss | $ | (13,917 | ) | $ | (7,127 | ) | $ | (168,604 | ) | |||
| Adjustments to reconcile net loss to | ||||||||||||
| net cash provided by operating activities: | ||||||||||||
| Depreciation and Amortization | - | - | 4,799 | |||||||||
| Shares issued for services | - | - | 3,000 | |||||||||
| Loss on disposal of equipment | - | - | 9,066 | |||||||||
| Write off of Website development costs | - | - | 8,877 | |||||||||
| Increase / (Decrease) - Accounts Payable | (578 | ) | - | - | ||||||||
| Increase / (Decrease) - Related Party Payables | 8,741 | - | 78,772 | |||||||||
| Increase in related party accrued interest | 5,754 | 7,127 | 5,754 | |||||||||
| Net Cash From Operating Activities | - | - | (58,336 | ) | ||||||||
| Cash Flows From Investing Activities | ||||||||||||
| Purchase of property and equipment | - | - | (12,433 | ) | ||||||||
| Website development costs | - | - | (10,309 | ) | ||||||||
| Net Cash From Investing Activities | - | - | (22,742 | ) | ||||||||
| Cash Flows from Financing Activities | ||||||||||||
| Stock offering costs | - | - | (6,072 | ) | ||||||||
| Proceeds from the issuance of common stock | - | - | 87,150 | |||||||||
| Net Cash From Financing Activities | - | - | 81,078 | |||||||||
| Net Change In Cash | - | - | - | |||||||||
| Beginning Cash Balance | - | - | - | |||||||||
| Ending Cash Balance | $ | - | $ | - | $ | - | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||
| Cash paid during the year for interest | $ | - | $ | - | $ | - | ||||||
| Cash paid during the year for income taxes | $ | - | $ | - | $ | - | ||||||
See accompanying unaudited notes to condensed financial statements.
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Bear Lake Recreation, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
March 31, 2012
(Unaudited)
NOTE 1 BASIS OF PRESENTATION
The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011. The results of operations for the period ended March 31, 2012, are not necessarily indicative of the operating results for the full year.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company does not have any assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 RELATED PARTY TRANSACTIONS
The Company had expenses and payables paid in its behalf by a shareholder in the amount of $1,988 during the quarter. The balance due the shareholder is $78,772 as of March 31, 2012. The aggregate amount of related party loans is non-interest bearing, unsecured and payable on demand. However, the Company imputes interest on the loan at 10% per annum. Imputed interest expense on related party loans for the three-month periods ended March 31, 2012 and 2011 totaled $1,953 and $0, respectively. During the nine-month periods ended March 31, 2012 and 2011, the imputed interest expense on related party loans totaled $5,754 and $0, respectively.
NOTE 4 RECENT ACCOUNTING PRONOUNCEMENTS
The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operations
Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. Because a principal shareholder has been paying all of the operating expenses, management does not anticipate that we will have to raise additional funds during the next 12 months.
Our common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol BLKE.OB.
Results of Operations
Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011
We had no operations during the quarterly period ended March 31, 2012, nor do we have operations as of the date of this filing. General and administrative expenses were $1,988 for the March 31, 2012, period, compared to $1,700 for the March 31, 2011, period. General and administrative expenses for the three months ended March 31, 2012, were comprised mainly of accounting and other office fees. We had a net loss of $3,941 for the March 31, 2012, period compared to a net loss of $1,700 for the March 31, 2011, period.
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Nine Months Ended March 31, 2012 Compared to Nine Months Ended March 31, 2011
We had no operations during the nine month period ended March 31, 2012, nor do we have operations as of the date of this filing. General and administrative expenses were $8,163 for the March 31, 2012, period compared to $7,127 for the March 31, 2011, period. General and administrative expenses for the nine months ended March 31, 2012, were comprised mainly of accounting and other office fees. We had a net loss of $13,917 for the March 31, 2012, period compared to a net loss of $7,127 for the March 31, 2011, period. The increase in net loss for the nine-month periods ended March 31, 2012 and 2011 is due to the imputed interest expense on related party loans totaling $5,754 and $0, respectively.
Liquidity and Capital Requirements
We had no cash or cash equivalents on hand at March 31, 2012. If additional funds are required, such funds may be advanced by management or shareholders as loans to us. During the quarterly period ended March 31, 2012, expenses were paid by a principal shareholder in the amount of $1,988, and during the quarterly period ended March 31, 2011, additional expenses paid by a principal shareholder totaled $1,700. The aggregate amount of related party loans is non-interest bearing, unsecured and payable on demand. However, the Company imputes interest on the loan at 10% per annum. Imputed interest expense on related party loans for the three-month periods ended March 31, 2012 and 2011 totaled $1,953 and $0, respectively. During the nine-month periods ended March 31, 2012 and 2011, the imputed interest expense on related party loans totaled $5,754 and $0, respectively. Because we have not identified any acquisition or venture, it is impossible to predict the amount of any such loan.
Off-balance Sheet Arrangements
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not required.
Item 4. Controls and Procedures.
Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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None.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
None; not applicable.
Item 4. Removed and Reserved
None.
Item 6. Exhibits
(a) Exhibits
| Exhibit No. | Identification of Exhibit |
| 3.1 | Amended and Restated Articles of Incorporation* |
| 3.2 | Bylaws* |
| 14.1 | Code of Ethics* |
| 31.1 | Certification of Wayne Bassham Pursuant to Section 302 of the Sarbanes-Oxley Act. |
| 31.2 | Certification of Todd Albiston Pursuant to Section 302 of the Sarbanes-Oxley Act. |
| 32 | Certification of Wayne Bassham and Todd Albiston Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. |
| 101.INS | XBRL Instance Document** |
| 101.SCH | XBRL Taxonomy Extension Schema** |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase** |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase** |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase** |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase** |
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
(b) Reports on Form 8-K
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BEAR LAKE RECREATION, INC.
(Issuer)
| Date: | May 11, 2012 | By: | /s/Wayne Bassham | |
| Wayne Bassham, Principal Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Quarterly Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.
| Date: | May 11, 2012 | By: | /s/Todd Albiston | |
| Todd Albiston, Principal Financial Officer |
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