As filed with the Securities and Exchange Commission on October 11, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended August 31, 2005
OR
[ ] 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 333-118138
BOOMERS' CULTURAL DEVELOPMENT, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in
its charter)
Nevada 98-0428608
- ------------------------------------- -------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1453 Johnston Road, #71524, White Rock, British Columbia, Canada V5J 2G8
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 592-3577
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 is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes X No ___
Number of shares outstanding of the registrant's class of common stock as of
October 7, 2005: 45,500,000
Authorized share capital of the registrant: 75,000,000 common shares , par value
of $0.001
The Company recorded $nil revenue for the quarter ended August 31, 2005.
FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER
STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY
REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY
STATEMENTS - INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY
REPORT ON FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE
COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS
ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL
OR THEY MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page Number
Balance Sheets.............................................F-2
Statements of Operations...................................F-3
Statement of Stockholder's Equity..........................F-4
Statements of Cash Flows...................................F-5
Notes to the Financial Statements....................F-6 - F-9
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
INTERIM BALANCE SHEETS
AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
- ------------------------------------------------------------------------------- ----------------------------------------
August 31, 2005 February 28,
Unaudited 2005
Audited
- ------------------------------------------------------------------------------- --- ---------------- -- ----------------
ASSETS
Current
Cash and cash equivalent $ 12,354 $ 61,722
Capital Assets, net of amortization 4,424 1,323
Website Development Costs, net of amortization 2,133 2,800
---------------- ----------------
$ 18,911 $ 65,845
================ ================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 5,454 $ 3,278
---------------- ----------------
STOCKHOLDERS' EQUITY
Capital Stock
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
45,500,000 common shares 45,550 45,550
Additional paid-in capital 40,500 40,500
Deficit Accumulated During the Development Stage (72,543) (23,433)
---------------- ----------------
13,457 62,567
---------------- ----------------
$ 18,911 $ 65,845
================ ================
The accompanying notes are an integral part of the financial statements.
F-2
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
SIX-MONTH PERIOD ENDED AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
Cumulative amounts
Three month Six month period ended from Date of
period ended August 31 Incorporation on
August 31
February 5, 2004 to
2005 2004 2005 2004 August 31, 2005
- ------------------------------ --------- -------------- ---- ------------ -- -------------- -- ------------- --- ------------------
Revenue $ - $ - $ - $ - $ -
Expenses
Organizational costs $ - $ 309 $ - $ 309 $ 1,034
Professional fees 23,820 2,500 26,823 5,000 40,829
Office and administration 2,931 220 6,621 323 9,704
Marketing 9,482 - 14,470 - 18,471
Amortization 622 - 1,196 - 2,505
------------- ----------- ------------- ------------ ------------------
36,855 3,029 49,110 5,632 72,543
------------- ----------- ------------- ------------ ------------------
Net Loss for the Period (36,855) (3,029) (49,110) (5,632) (72,543)
============= =========== ============= ============ ==================
Basic and Diluted Loss per Share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )
============= =========== ============= ============ ==================
Weighted Average Number of Shares 45,500,000 39,000,000 45,500,000 39,000,000
Outstanding
============= =========== ============= ============ ==================
The accompanying notes are an integral part of the financial statements.
F-3
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
SIX-MONTH PERIOD ENDED AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
Cumulative amounts
Three month Six month period ended from Date of
period ended August 31 Incorporation on
August 31
February 5, 2004 to
2005 2004 2005 2004 August 31, 2005
- ------------------------------ ------------ --------------- ---- ----------- -- ------------- -- ----------- --- -------------------
Cash Flows from Operation Activity
Net Loss for the Period $ (36,855) $ (3,029)$ (49,110) $ (5,632) $ (72,543)
Adjustments to reconcile net loss to net
Decrease (increase) in prepaid expenses - (143) - (143) -
Amortization 622 - 1,194 - 2,505
Increase (decrease) in accounts payable 1,409 500 2,177 (1,725) 5,454
------------ ---------- ------------ ---------- -----------------
(34,824) (2,672) (45,739) (7,500) (64,584)
------------ ---------- ------------ ---------- -----------------
Cash Flows from Investing Activity
Additions to capital assets (1,229) - (3,629) - (5,062)
Additions to intangibles - - - - (4,000)
------------ ---------- ------------ ---------- -----------------
(1,229) - (3,629) - (9,062)
------------ ---------- ------------ ---------- -----------------
Cash Flows from Financing Activity
Issuance of common shares - - - - 86,000
------------ ---------- ------------ ---------- -----------------
Increase in Cash During the Period (36,053) (2,672) (49,368) (7,500) 12.354
Cash, Beginning of Period 48,407 16,161 61,722 20,989 -
------------ ---------- ------------ ---------- -----------------
Cash, End of Period $ 12,354 $ 13,489 $ 12,354 $ 13,489 $ 12,354
============ ========== ============ ========== =================
Supplemental Disclosure of Cash Flow
Cash paid for:
Interest $ - $ -$ - $ - $ -
Income taxes $ - $ -$ - $ - $ -
============ ========== ============ ========== =================
The accompanying notes are an integral part of the financial statements.
F-4
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION FEBRUARY 5, 2004 TO AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
DEFICIT
CAPITAL STOCK ACCUMULATED
---------------------------------------------
ADDITIONAL DURING THE
PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-------------- -------------- --------------- ------------------- -------------
Inception, February 5, 2004 - $ - $ - $ - $ -
February 12, 2004 - Shares issued
for cash at $0.001 20,000,000 20,000 (18,000) - 2,000
February 27, 2004 - Shares issued
for cash at $0.01 19,000,000 19,000 - - 19,000
Net loss for the period - - - (2,236) (2,236)
-------------- --- ---------- -- ------------ -- ---------------- -- ----------
Balance, February 29, 2004 39,000,000 39,000 (18,000) (2,236) 18,764
December 2004 - Shares issued for cash at $0.10 6,500,000 6,500 58,500 - 65,000
Net loss for the year - - - (21,197) (21,197)
-------------- --- ---------- -- ------------ -- ---------------- -- ----------
Balance, February 28, 2005 45,500,000 45,500 40,500 (23,433) 62,567
Net loss for the period - - - (49,110) (49,110)
-------------- --- ---------- -- ------------ -- ---------------- -- ----------
Balance, August 31, 2005 45,500,000 $ 45,500 $ 40,500 $ (72,543) $ (13,457)
============== === ========== == ============ == ================ == ==========
The accompanying notes are an integral part of the financial statements.
F-5
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
While the information presented in the accompanying interim financial
statements is unaudited, it includes all adjustments which are, in the
opinion of management, necessary to present fairly the financial position,
results of operations and cash flows for the interim periods presented.
Except as disclosed below, these interim financial statements follow the
same accounting policies and methods of their application as the Company's
audited February 28, 2005 annual financial statements. It is suggested
that these interim financial statements be read in conjunction with the
company's February 28, 2005 audited financial statements.
2. NATURE AND CONTINUANCE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, United States of
America, on February 5, 2004.
On August 12, 2005, the Board of Directors authorized a 10 for 1 stock
split of the Company's $0.001 par value common stock. As a result of
the split, 40,950,000 additional shares were issued and additional
paid-in capital was reduced by $40,950. All references in the
accompanying financial statements to the number of common shares and
per share amounts have been restated to reflect the stock split.
b) Development Stage Activities
The Company is in the development stage and has not yet realized any
revenues from its planned operations. The Company intends to establish
itself as a provider of personally guided tours for visitors to British
Columbia, Canada. The Company will source destination venues and add to
the travel experience by combining guides that are able to provide an
informative and educational background as well as an entertainment
factor.
c) Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has
incurred a net loss of $72,543 for the period from inception, February
5, 2004, to August 31, 2005, and has no sales. The future of the
Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its services as a
provider of personally guided tours for visitors. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of
and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.
F-6
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles in the United States of
America. Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements for a
period necessarily involves the use of estimates, which have been made
using careful judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework
of the significant accounting policies summarized below:
a) Cash and Cash Equivalents
For purposes of the balance sheet and statement of cash flows, the
Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents. At August 31,
2005, the Company had no cash equivalents.
b) Organizational and Start-Up Costs
Costs of start-up activities, including organizational costs, are
expensed as incurred.
c) Development Stage Company
The Company is a development stage company as defined in the Statements
of Financial Accounting Standards No. 7. The Company is devoting
substantially all of its present efforts to establish a new business
and none of its planned principal operations have commenced. All losses
accumulated since inception has been considered as part of the
Company's development stage activities.
d) Capital Assets
Capital assets are recorded at cost. Depreciation of computer equipment
is at a rate of 30% per annum, on a straight-line basis. Depreciation
of office equipment is at a rate of 20% per annum, on a straight-line
basis.
e) Software Development Costs
Software development costs represent capitalized costs of design,
configuration, coding, installation and testing of the Company's
website up to its initial implementation. Upon implementation, the
asset will be amortized to expense over its estimated useful life of
three years using the straight-line method. Ongoing website
post-implementation costs of operation, including training and
application maintenance, will be charged to expense as incurred.
F-7
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
f) Impairment of Long-Lived Assets
Capital assets are reviewed for impairment in accordance with SFAS No.
144 - "Accounting for the Impairment or Disposal of Long-Lived Assets",
which was adopted effective March 1, 2004. Under SFAS No. 144, these
assets are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized for the amount, if any,
which the carrying value of the asset exceeds the fair value.
g) Income Taxes
The Company has adopted the Statement of Financial Accounting Standards
No. 109 - "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires
the use of the asset and liability method of accounting of income
taxes. Under the asset and liability method of SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statements
carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered
or settled.
h) Basic and Diluted Loss per Share
In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares
outstanding. Diluted loss per common share is computed similar to basic
loss per common share except that the denominator is increased to
include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. At August 31, 2005, the Company
had no stock equivalents that were anti-dilutive and excluded in the
earnings per share computation.
i) Financial Instruments
The carrying value of the Company's financial instruments consisting of
cash, and accounts payable and accrued liabilities approximate their
fair value due to the short term maturity of such instruments. Unless
otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from
these financial statements.
F-8
BOOMERS' CULTURAL DEVELOPMENT, INC.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2005
(Unaudited - prepared by management)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
j) New Accounting Standards
Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, could have a
material effect on the accompanying financial statements.
F-9
Item 2. Management's Plan of Operation
Boomers' Cultural Development, Inc. was incorporated under the laws of the state
of Nevada on February 5, 2004. Our Company's fiscal year end is February 28.
Our Form SB-2 registration statement was declared effective in our last fiscal
year, and in December 2004, we completed the maximum offering of 650,000 common
shares at a price of $0.10 per share. On July 7, 2005, we obtained regulatory
approval to post our common shares for trading on the OTC Bulletin Board under
the trading symbol "BCDI". On September 12, 2005 we affected a 10 for 1 forward
split on our outstanding common shares. Common stockholders of record on
September 9, 2005 were given 9 additional common shares for each common share
held. As a result, there were 45,500,000 common shares outstanding subsequent to
the forward split. See ITEM 4, "Submission of Matters to a Vote of Security
Holders".
We currently have no revenue from operations. We are in a start-up phase with
our existing assets and we have no significant assets, tangible or intangible.
There can be no assurance that we will generate revenues in the future, or that
we will be able to operate profitably in the future, if at all. We have incurred
net losses in each fiscal year since inception of our operations. We have never
declared bankruptcy, have never been in receivership, and never been involved in
any legal action or proceedings. Since becoming incorporated, we have not made
any significant purchase or sale of assets, nor has it been involved in any
mergers, acquisitions or consolidations.
We are planning to develop a company that will provide personally guided tours
for visitors to the Pacific Northwest, and then market these tours for the
national and international retail travel industry. We will source destination
venues, and add to the travel experience by combining guides that are able to
provide an informative and educational background as well as an entertainment
factor. We are in the process of establishing ourselves as an integrator of
various travel disciplines, providing specialized group tours by combining
travel to varied destinations coupled with personal growth, education and/or
entertainment opportunities.
Our niche market is focused on the "Baby Boomers'" whose needs and wants include
travel-related opportunities, or "learning vacations", to experience education
cultural exchanges or the pursuit of their own gratification in other fields. As
the Baby Boomer population reaches their peak spending years, we believe they
are making their purchasing decisions based on value received rather than the
amount charged. Further, our limited research leads us also to believe many
companies serve a clientele that can afford to spend a reasonable extra amount
for a real increase in quality. We believe these factors combine to create the
potential market opportunity for our company.
PLAN OF OPERATION
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Form 10-QSB; and our Annual Report on Form
10KSB filed on June 14, 2005.
Even though we are inadvertently classified as a shell company as defined in
Rule 12b-2, we believe that we are not a shell in that we are continuing to
carry out our business plan. We anticipate that we will commence revenues by the
companies year end.
As of the date of this report, our working capital balance is less than $5,000.
We believe this will last only 1-2 months. Our operations are dependent upon the
identification and successful completion of additional long-term or permanent
equity financing, the support of creditors and shareholders, and, ultimately,
the achievement of profitable operations. There can be no assurances that we
will be successful, which would in turn significantly affect our ability to roll
out our business plan. If not, we will likely be required to reduce operations,
liquidate assets or find a merger/business partner. We will continue to evaluate
our projected expenditures relative to our available cash and to seek additional
means of financing in order to satisfy our working capital and other cash
requirements.
3
Our plan, should we be successful in raising additional financing, is to offer a
layered market-oriented client application and a database of visitor information
regarding cultural activities providing multiple destination choices for the
tourist. We hope to develop a number of revenue streams from these services.
Ultimately, our primary revenues will be generated from creating and selling
custom package tours. We are also planning to earn secondary revenues by
directing our clients to use the services of other providers, thus receiving
commissions for bookings that are made from referrals.
We commenced this quarter with approximately $44,000 in net cash or working
capital. During the quarter, we incurred $9,482 for marketing activities, $2,931
for office and administration, $23,820 for professional fees, and $1,229 for new
capital assets. These expenditures were within our planned expenditures with the
exception of professional fees, which were incurred to pay for legal services
related to obtaining a trading symbol and registering a forward split for the
corporation resulting in $19,000 over budget. As a result, we ended the quarter
with approximately $7,000 in net working capital.
In addition to the above noted costs, our officers and directors provided all of
their labor at no charge in keeping with our ongoing strategy. During the
quarter, they contacted First nations leaders in the southwest regions and the
interior of British Columbia, including bands located in and around the
municipalities of Vancouver, Prince George and Salmon Arm. Contact was made
primarily through our director Lorena Jensen, a native Indian.
Subsequent to several meetings, it was determined that any such arrangements
would be too costly. The bands were demanding a significant portion of the total
package revenue, rendering these activities unprofitable to our Company.
We also made arrangements with a local company that provided bed and breakfast
services at a competitive price. These arrangements remain in effect, and are
available when we manage to ramp up our tour operations. We also contacted a
number of tour operators during the quarter, but discovered that their 2005
schedules had already been booked and filled. We were advised that 2005 bookings
and arrangements had to be made no later than the third quarter of 2004. All or
most tourists generally arrive in British Columbia from May through September
because of the cold winter months. Because we did not receive funding until
December, 2004, it appears we missed the 2005 season and now must look to 2006.
Additionally, the rapid increase in the Canadian Dollar relative to the US and
certain other currencies has hurt the travel business generally. Charters
originating in Canada are also taking Canadian tourists to other destinations,
rather than staying in Canada.
We also completed improvements to our website to provide more specific
information about our services and initially attempt to build revenues. We
subsequently found that with a lack of significant additional capital for
awareness advertising, it was impossible to drive traffic to our website and
provide a profitable level of sales.
Our ability to succeed is uncertain. We currently have less than $5,000 of
available cash resources. We currently have no operating history upon which to
base our growth projections. If we are successful in raising additioanal
fiunancing, our growth may place a significant strain on our managerial,
financial, and operational resources. If we are late in raising needed capital
there is a strong liklihood we will miss the 2006 travel booking period. Failure
to manage our growth effectively could harm our ability to generate revenues,
which could impair our ability to compete, market, and promote our services.
4
Expenditures
Our available cash of approximately $5,000 will only enable us to survive 1-2
months. We plan on using this cash solely for satisfying statutory filing and
regulatory requirements over the next quarter.
Our ability to satisfy cash requirements thereafter, is dependent on our ability
to attract new equity or debt financing on suitable terms, or attract a merger
or business partner. Cash on hand is currently our only source of liquidity. We
do not have any lending arrangements in place with banking or financial
institutions and we do not anticipate that we will be able to secure these
funding arrangements in the near future. There can be no assurance that we will
be successful in raising additional debt or equity financing on terms acceptable
to our company, if at all.
Management Discussion and Analysis
At August 31, 2005, we had working capital of $6,900, compared to working
capital of $58,444 at February 28, 2005. At August 31, 2005, our total assets
were $18,911, which included cash of $12,354, capital assets of $4,424, and net
capitalized website costs of $2,133. This compares with total assets at February
28, 2005 of $65,845, which included $61,722 of cash.
At August 31, 2005, our total current liabilities, all accounts payable,
increased to $5,454 from $3,278 at February 28, 2005.
We have not had revenues from inception. We believe our existing cash balances
are only sufficient for the next 1-2 months. Our survival is dependent on
funding from sales of securities and, as necessary, or from shareholder loans.
We are actively seeking additional financing and/or new business partners to
ensure our survival. There is no assurance that we will be successful in raising
the required amounts, or on terms acceptable to our company.
We do not anticipate conducting any research and development directly, or hiring
additional employees in the next 12 months.
Results of Operations
Our company posted losses of $36,855 for the three months ended August 31, 2005,
compared to $3,029 for the three months ended August 31, 2004. The principal
component of these losses for the three months ended August 31, 2005 were
professional fees of $23,820 incurred maintaining regulatory filings and for
legal services related to obtaining a trading symbol (2004 - $2,500), office and
administrative expenses of $2,931 (2004 - $200), marketing development costs of
$9,482 and amortization of our website costs of $622 (2004 - $nil).
For the six months ended August 31, 2005 we incurred losses of $49,110, versus
$5,632 for the comparable period. The principal component of these losses were
professional fees of $26,823 (2004 - $5,000), office and administrative expenses
of $6,621 (2004 - $323), marketing development costs of $14,470 and amortization
of our website costs of $1,196 (2004 - $nil).
From inception to August 31, 2005 we have incurred losses of $72,543.
5
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are effective to ensure 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 Commission's rules and forms.
There has been no change in our internal control over financial reporting during
the second quarter of 2005 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On August 12, 2005, our Company's Board of Directors approved a 10 for 1 forward
split of our issued and outstanding common shares. Our Directors advised it was
in the best interests of our Company to proceed with the forward split, to
provide for greater liquidity in the public market and in the trading of our
common shares. Also approval to change the name of the corporation to a name
chosen by the board, in its discretion, was authorized.
The approval of a majority of the issued and outstanding shares of common stock
was required to affect the forward split and the name change. On August 12,
2005, our Officers and Directors, holding 3,900,000 common shares, or 85.72% of
our issued and outstanding common shares, executed a written consent approving
the action. No meeting of our stockholders was held. Stockholders of record on
September 9, 2005 received 9 additional common shares for each common share
held. A name change has not yet been effected.
Subsequent to the forward split, there were 45,500,000 issued and outstanding
common shares.
6
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
3.1 Articles of Incorporation*
3.2 By-laws*
* Incorporated by reference to our SB2 Registration Statement Amendment No. 2,
File Number 333-118138.
31.1 CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
31.2 CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
32.1 CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, SECTION 906
32.2 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
Reports on Form 8-K
None.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 11th day of
October, 2005.
Boomers' Cultural Development, Inc.
Date: October 26, 2005 By: /s/Bruce Ellsworth
-------------------
Bruce Ellsworth
President/CEO
By: /s/Lorena Jensen
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Lorena Jensen
Chief Financial Officer
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