**U. S. Securities and Exchange Commission**

 

**Washington, D.C. 20549**

**FORM 10-QSB**

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

**For the quarterly period ended December 31, 2006**

**o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT**

**For the transition period from ____________ to____________**

**Commission File No. 000-49671**

**BEAR LAKE RECREATION, INC.**

(Exact name of small business 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

(Issuer’s Telephone Number)

 

N/A

(Former name, former address and former fiscal year,

if changed since last report)

 

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

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

 

1

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

 

Not applicable.

 

Check whether the Issuer filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes o No o

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

Indicate the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date: January 31, 2007 - 1,249,816 shares of common stock.

 

Transitional Small Business Disclosure Format (Check one): Yes o No x

 

**PART I - FINANCIAL INFORMATION**

 

**Item 1. Financial Statements.**

 

**FINANCIAL STATEMENTS**

 

**December 31, 2006**

**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 Unaudited Financial Statements

6

 

 

2

**Bear Lake Recreation, Inc.**

**(A Development Stage Company)**

**Condensed Balance Sheets**

**December 31, 2006 and June 30, 2006**

 

 

 

 

 

**12/31/2006**

 

 

**6/30/2006**

 

 

 

**(Unaudited)**

 

 

**(Audited)**

 

**ASSETS**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Total Assets**

 

$

— 

 

 

$

— 

 

 

 

 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS' DEFICIT**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

$

680 

 

 

$

— 

 

Related Party Payable

 

 

35,848 

 

 

 

31,169 

 

Total Current Liabilities

 

 

36,528 

 

 

 

31,169 

 

**Total Liabilities**

 

 

36,528 

 

 

 

31,169 

 

 

 

 

 

 

 

 

 

 

**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

 

 

(120,606

)

 

 

(115,247

)

**Total Stockholders' Deficit**

 

 

(36,528

)

 

 

(31,169

)

**Total Liabilities and Stockholders' Deficit**

 

$

— 

 

 

$

— 

 

 

 

See accompanying notes to financial statements.

 

3

**Bear Lake Recreation, Inc.**

**(A Development Stage Company)**

**Condensed Statements of Operations**

**For the Three and Six Months Ended December 31, 2006 and 2005, and**

**For the Period from Inception (October 22, 1998) through December 31, 2006**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**From Inception**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**(October 22,**

 

 

 

 

 

**For the Three Months Ended**

 

 

**For the Six Months Ended**

 

 

**1998) Through**

 

 

 

 

 

**December 31,**

 

 

**December 31,**

 

 

**December 31,**

 

 

 

 

 

**2006**

 

 

 

**2005**

 

 

**2006**

 

 

 

**2005**

 

 

**2006**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Revenues**

 

 

 

$

— 

 

 

 

$

— 

 

 

$

— 

 

 

 

$

— 

 

 

$

1,396 

 

**Cost of Goods Sold**

 

 

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

— 

 

 

 

707 

 

**Gross Profit**

 

 

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

— 

 

 

 

689 

 

General and Administrative Expenses

 

 

 

 

1,792 

 

 

 

 

1,416 

 

 

 

5,359 

 

 

 

 

6,412 

 

 

 

101,584 

 

**Net Income (Loss) from Operations**

 

 

 

 

(1,792

)

 

 

 

(1,416

)

 

 

(5,359

)

 

 

 

(6,412

)

 

 

(100,895

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Other Income (Expense)**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Write off of inventory

 

 

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

— 

 

 

 

(10,645

)

Loss on Sale of Assets

 

 

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

— 

 

 

 

(9,066

)

**Total Other Income (Expense)**

 

 

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

— 

 

 

 

(19,711

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Net Loss Before Taxes**

 

 

 

 

(1,792

)

 

 

 

(1,416

)

 

 

(5,359

)

 

 

 

(6,412 

)

 

 

(120,606

)

Provision for Income Taxes

 

 

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

**Net Loss**

 

 

 

$

(1,792

)

 

 

$

(1,416 

)

 

$

(5,359

)

 

 

$

(6,412 

)

 

$

(120,606

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Loss Per Share - Basic and Diluted**

 

 

 

$

(0.01

)

 

 

$

(0.01

)

 

$

(0.01

)

 

 

$

(0.01

)

 

$

(0.22

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Weighted Average Shares Outstanding -**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Basic and Diluted**

 

 

 

 

1,249,816 

 

 

 

 

1,249,816 

 

 

 

1,249,816 

 

 

 

 

1,037,858 

 

 

 

556,364 

 

 

 

 

See accompanying notes to financial statements.

 

4

**Bear Lake Recreation, Inc.**

**(A Development Stage Company)**

**Condensed Statements of Cash Flows**

**For the Six Months Ended December 31, 2006 and 2005, and**

**For the Period from Inception (October 22, 1998) through December 31, 2006**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

 

**From Inception**

 

 

 

**Six Months Ended**

 

 

**(October 22,**

 

 

 

**December 31,**

 

 

**1998) Through**

 

 

 

**2006**

 

 

 

**2005**

 

 

**December 31, 2006**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Cash Flows From Operating Activities**

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(5,359

)

 

 

$

(6,412

)

 

$

(120,606

)

Adjustments to reconcile net income (loss) to

 

 

 

 

 

 

 

 

 

 

 

 

 

net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

0 

 

 

 

 

0 

 

 

 

4,799 

 

Shares issued for services

 

 

0 

 

 

 

 

1,500 

 

 

 

3,000 

 

Loss on disposal of equipment

 

 

0 

 

 

 

 

0 

 

 

 

9,066 

 

Write off of related party receivable

 

 

0 

 

 

 

 

0 

 

 

 

1,000 

 

Write off of Website development costs

 

 

0 

 

 

 

 

0 

 

 

 

8,877 

 

Write off of inventory

 

 

0 

 

 

 

 

0 

 

 

 

10,645 

 

Decrease / (Increase) - Inventory

 

 

0 

 

 

 

 

0 

 

 

 

(10,645

)

Increase / (Decrease) - Accounts Payable

 

 

680 

 

 

 

 

0 

 

 

 

680 

 

Increase / (Decrease) - Related Party Payables

 

 

4,679 

 

 

 

 

4,912 

 

 

 

35,848 

 

**Net Cash From Operating Activities**

 

 

0 

 

 

 

 

0 

 

 

 

(57,336

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Cash Flows From Investing Activities**

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

0 

 

 

 

 

0 

 

 

 

(12,433

)

Website development costs

 

 

0 

 

 

 

 

0 

 

 

 

(10,309

)

**Net Cash From Investing Activities**

 

 

0 

 

 

 

 

0 

 

 

 

(22,742

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Cash Flows from Financing Activities**

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock offering costs

 

 

0 

 

 

 

 

0 

 

 

 

(6,072

)

Related-party receivable

 

 

0 

 

 

 

 

0 

 

 

 

(1,000

)

Proceeds from the issuance of common stock

 

 

0 

 

 

 

 

0 

 

 

 

87,150 

 

**Net Cash From Financing Activities**

 

 

0 

 

 

 

 

0 

 

 

 

80,078 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Net Increase In Cash**

 

 

0 

 

 

 

 

0 

 

 

 

— 

 

**Beginning Cash Balance**

 

 

0 

 

 

 

 

0 

 

 

 

— 

 

**Ending Cash Balance**

 

$

— 

 

 

 

$

— 

 

 

$

— 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Supplemental Disclosure of Cash Flow Information:**

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for interest

 

 

0 

 

 

 

 

0 

 

 

$

— 

 

Cash paid during the year for income taxes

 

 

0 

 

 

 

 

0 

 

 

$

— 

 

 

See accompanying notes to financial statement.

 

5

**Bear Lake Recreation, Inc.**

**(A Development Stage Company)**

**Condensed Notes to Financial Statements**

**December 31, 2006**

**(Unaudited)**

 

**NOTE 1 PRELIMINARY NOTE**

 

The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the interim financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of the results for the period. Certain information and 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-KSB for the year ended June 30, 2006.

**NOTE 2 COMMON STOCK**

 

On October 11, 2006, by unanimous consent of the Board of Directors, the Company effected a reverse split of its outstanding common stock on a basis of 1 for 3.5, while retaining the current par value of one mill ($0.001) per share, to be effective as of October 23, 2006.  In conjunction with the reverse split, NASDAQ changed the Company symbol, “BLKR,” to “BLKE,” effective at the open of business on Monday, October 23, 2006.  The financial statements have been retroactively adjusted to show the reverse split.

 

On October 16, 2006, our Company announced the execution of a Letter of Intent to acquire Vault Technologies, Inc., an Alberta technology corporation utilizing software and hardware solutions to optimize the value of parking assets for its customers and maintain auditable records for compliance purposes. The closing is subject to the execution and delivery of a definitive agreement and various other conditions. No assurance can be given that this acquisition will be completed.  The Letter of Intent was subsequently amended on November 17 and December 19, 2006, to extend the effective period through January 31, 2007, unless terminated by either party.  As of the filing of this report the Letter of Intent had effectively expired however our Company is still actively communicating with Vault Technologies.

 

Vault Technologies, Inc. engages in the design, manufacture, marketing, implementation, and servicing of enterprise-wide information parking solutions for parking facility owners, operators, and managers in the following industries: commercial real estate, universities & colleges, hospitals, municipalities, train stations & airports, and hotels. The Company optimizes the value of parking assets for its customers and keeps them in compliance via the Vault Management Suite (VMS), a comprehensive turn-key parking solution consisting of software, parking terminals & equipment, planning and implementation services, integration services, and after sales support and maintenance. Sales and services for the Vault solution are made available through direct sales and independent dealers/distributors throughout the United States, Canada, and Mexico.

 

6

**Item 2. Management’s Discussion and Analysis or Plan of Operation.**

 

**Plan of Operation**

 

On October 16, 2006, our Company announced the execution of a Letter of Intent, as amended on November 17 and December 19, 2006, to acquire Vault Technologies, Inc., an Alberta technology corporation utilizing software and hardware solutions to optimize the value of parking assets for its customers and maintain auditable records for compliance purposes.  The closing is subject to the execution and delivery of a definitive agreement and various other conditions. No assurance can be given that this acquisition will be completed.  As of the filing of this report the Letter of Intent had effectively expired however our Company is still actively communicating with Vault Technologies.  See the Exhibit Index for Current Reports on Form 8-K and Form 8-K/A

 

Exclusive of the proposed transaction with Vault, and in the event that the foregoing acquisition is not successful, 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.

 

Our Company’s only foreseeable cash requirements during the next 12 months will relate to maintaining our Company in good standing in the State of Nevada, as well as legal and accounting fees. Management does not anticipate that our Company will have to raise additional funds during the next 12 months.

 

**Management’s Discussion and Analysis of Financial Condition and Results of Operations**

 

Three Months Ended December 31, 2006 Compared to Three Months Ended December 31, 2005  

 

The Company has had no operations during the quarterly period ended December 31, 2006, nor do we have operations as of the date of this filing.  General and administrative expenses were $1,792 for the December 31, 2006, period compared to $1,416 for the December 31, 2005, period. General and administrative expenses for the three months ended December 31, 2006, were comprised mainly of legal, transfer and filing fees. We had net loss of $1,792 for the December 31, 2006, period compared to a net loss of $1,416 for the December 31, 2005, period. 

 

Six Months Ended December 31, 2006 Compared to Six Months Ended December 31, 2005

 

The Company has had no operations during the six month period ended December 31, 2006, nor do we have operations as of the date of this filing.  General and administrative expenses were $5,359 for the December 31, 2006, period compared to $6,412 for the December 31, 2005, period.  General and administrative expenses for the six months ended December 31, 2006, were comprised mainly of accounting, legal, transfer and filing fees. We had net loss of $5,359 for the December 31, 2006, period compared to a net loss of $6,412 for the December 31, 2005, period.

 

**Off-balance Sheet Arrangements**

 

None; not applicable

 

7

**Item 3(a)T. Controls and Procedures.**

 

**Management’s Annual Report on Internal Control Over Financial Reporting**

 

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President and Secretary, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective at ensuring that information required to be disclosed or filed by us is recorded, processed or summarized, within the time periods specified in the rules and regulations of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Inaddition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting. 

 

**Changes in Internal Control Over Financial Reporting**

 

None; not applicable.

 

**PART II - OTHER INFORMATION**

 

**Item 1. Legal Proceedings.**

 

None; not applicable. 

 

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

 

There were no sales of equity securities during the period of this report.  

 

**Recent Sales of Unregistered Securities**

 

None; not applicable.

 

**Use of Proceeds of Registered Securities**

 

None; not applicable.

 

**Purchases of Equity Securities by Us and Affiliated Purchasers**

 

None; not applicable.

 

**Item 3. Defaults Upon Senior Securities.**

 

None; not applicable. 

 

****

 

8

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

 

On or about March 20, 2006, we filed a Definitive Information Statement on Form 14C, whereby we amended and restated our Articles of Incorporation with the State of Nevada.  The Amended and Restated Articles became affective April 10, 2006.  No proxies were solicited and no meeting was held as we had received consent of 3,000,000 shares (68.58%) voting in favor with none against or abstaining, representing a majority shareholders approval for the action.  A summary of the major changes to our Articles that became effective through the amendment are as follows: (i) minimum number of directors was amended to one; and (ii) the Board of Directors may change our name and effect a recapitalization without a shareholder vote.  The purpose of these amendments was to facilitate quick reaction in the event we are able to determine an acquisition or merger candidate.  See the Exhibit Index for a copy of ourInformation Statement on Form 14C.

 

**Item 5. Other Information.**

 

On October 11, 2006, by unanimous consent of the Board of Directors, we effected a reverse split of our outstanding common stock on a basis of 1 for 3.5, while retaining the current par value of one mill ($0.001) per share, to be effective as of October 23, 2006.  In conjunction with the reverse split, the NASD changed the Company’s OTCBB symbol, “BLKR,” to “BLKE,” effective at the open of business on Monday, October 23, 2006.

 

On October 17, 2006, we filed a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the reverse split mentioned above, as well as the execution of a Letter of Intent to acquire Vault Technologies, Inc., an Alberta corporation (“Vault”).  We issued a Press Release in that respect on October 17, 2006, with subsequent amendments on November 17 and December 19, 2006.  The Press Release was filed as an exhibit to the Current Report on Form 8-K.  As of the filing of this report the Letter of Intent had effectively expired however our Company is still actively communicating with Vault Technologies.

 

**Nominating Committee**

 

There are no established committees because there are currently no material operations.

 

**Item 6.Exhibits.**

 

(a) Exhibits and index of exhibits.

 

**Form 8-K, as filed on or about October 17, 2006.***

 

**Form 8-K/A, as filed on or about November 17, 2006.***

 

**Form 8-K/A, as filed on or about December 19, 2006.***

 

**DEF 14C, as filed on or about March 20, 2006.***

 

**31.1 302 Certification of Wayne Bassham**

 

**31.2 302 Certification of Todd Albiston**

 

**32 Section 906 Certification**

 

* These documents are incorporated herein by reference.

 

 

9

**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

**BEAR LAKE RECREATION, INC.**

 

*Date:***

*02/07/07***

* *

*By:***

*/s/Wayne Bassham***

* *

* *

* *

* *

*Wayne Bassham***

* *

* *

* *

* *

*President and Director***

* *

* *

* *

* *

* *

*Date:***

*02/07/07***

* *

*By:***

*/s/Todd Albiston***

* *

* *

* *

* *

*Todd Albiston***

* *

* *

* *

* *

*Secretary and Director***

 

 

10