U.
S. 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 second quarter ended December 31, 2009
  [  ]
      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
 (Issuer’s
Telephone Number, Including Area Code)
 
 Check
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 (the “Exchange Act”) 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 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.  (Check one):
 
 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 ISSUER INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
 
 Indicate
by check mark whether the Registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent
to the distribution of securities under a plan confirmed by a
court.  Yes [  ] No [  ]
 
 Not
applicable.
 
 Indicate
the number of shares outstanding of each of the Registrant’s classes of common
equity, 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 January 29, 2010Common
      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 contains 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.
 
 December
31, 2009
 C
O N T E N T S
  
 Condensed
      Balance Sheets
              
              3Condensed
      Statements of Operations
              
              4Condensed
      Statements of Cash Flows
              
              5Notes to
      Condensed Financial Statements
              
              6
    
  2
  
 Bear
Lake Recreation, Inc.
 (A
Development Stage Company)
 Condensed
Balance Sheets
 December
31, 2009 and June 30, 2009
 
 
 
 12/31/2009
              
              
              6/30/2009(Unaudited)
              
              
              (Audited)ASSETSTotal
      Assets
              
              $
              —
              
              
              $
              —LIABILITIES
      AND STOCKHOLDERS' DEFICITLiabilitiesCurrent
      LiabilitiesAccounts
      Payable
              
              $
              —
              
              
              $
              —Related
      Party Payable
              
              
              58,875
              
              
              
              53,767Total
      Current Liabilities
              
              
              58,875
              
              
              
              53,767Total
      Liabilities
              
              
              58,875
              
              
              
              53,767Stockholders'
      DeficitPreferred
      Stock -- 5,000,000 shares authorized having apar
      value of $.001 per share; no shares issuedand
      outstanding
              
              
              —
              
              
              
              —Capital
      Stock -- 50,000,000 shares authorized having apar
      value of $.001 per share; 1,249,816 shares issuedand
      outstanding
              
              
              1,250
              
              
              
              1,250Additional
      Paid-in Capital
              
              
              82,828
              
              
              
              82,828Accumulated
      Deficit during the Development Stage
              
              
              (142,953
              )
              
              
              (137,845
              )Total
      Stockholders' Deficit
              
              
              (58,875
              )
              
              
              (53,767
              )Total
      Liabilities and Stockholders' Deficit
              
              $
              —
              
              
              $
              —
 
 
 
 
 See
accompanying notes to financial statements.
  
  Bear
Lake Recreation, Inc.
 (A
Development Stage Company)
 Condensed
Statements of Operations
 For
the Three and Six Months Ended December 31, 2009 and 2008, and
 For
the Period from Inception (October 22, 1998) through December 31,
2009
 (Unaudited)
 
 
 For
      the
              
              
              For
      the
              
              
              For
      the
              
              
              For
      the
              
              
              From
      InceptionThree
      Months
              
              
              Three
      Months
              
              
              Six
      Months
              
              
              Six
      Months
              
              
              (October
      22,Ended
              
              
              Ended
              
              
              Ended
              
              
              Ended
              
              
              1998)
      ThroughDecember
      31,
              
              
              December
      31,
              
              
              December
      31,
              
              
              December
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009
              
              
              2008
              
              
              2009Revenues
              
              $
              —
              
              
              $
              —
              
              
              $
              —
              
              
              $
              —
              
              
              $
              1,396Cost
      of Goods Sold
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (707
              )Gross
      Profit
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              689General
      and Administrative Expenses
              
              
              971
              
              
              
              1,270
              
              
              
              5,108
              
              
              
              7,625
              
              
              
              123,931Net
      Income (Loss) from Operations
              
              
              (971
              )
              
              
              (1,270
              )
              
              
              (5,108
              )
              
              
              (7,625
              )
              
              
              (123,242
              )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
              
              
              (971
              )
              
              
              (1,270
              )
              
              
              (5,108
              )
              
              
              (7,625
              )
              
              
              (142,953
              )Provision
      for Income Taxes
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Net
      Loss
              
              $
              (971
              )
              
              $
              (1,270
              )
              
              $
              (5,108
              )
              
              $
              (7,625
              )
              
              $
              (142,953
              )Loss
      Per Share - Basic and Diluted
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.17
              )Weighted
      Average Shares Outstanding -Basic
      and Diluted
              
              
              1,249,816
              
              
              
              1,249,816
              
              
              
              1,249,816
              
              
              
              1,249,816
              
              
              
              826,247
 
 
 
 
 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, 2009 and 2008, and
 For
the Period from Inception (October 22, 1998) through December 31,
2009
 (Unaudited)
 
 For
      the
              
              
              For
      the
              
              
              From
      InceptionSix
      Months
              
              
              Six
      Months
              
              
              (October
      22,Ended
              
              
              Ended
              
              
              1998)
      ThroughDecember
      31,
              
              
              December
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009Cash
      Flows From Operating ActivitiesNet
      Income (Loss)
              
              $
              (5,108
              )
              
              $
              (7,625
              )
              
              $
              (142,953
              )Adjustments
      to reconcile net income (loss) tonet
      cash provided by operating activities:Depreciation
      and Amortization
              
              
              —
              
              
              
              —
              
              
              
              4,799Shares
      issued for services
              
              
              —
              
              
              
              —
              
              
              
              3,000Loss
      on disposal of equipment
              
              
              —
              
              
              
              —
              
              
              
              9,066Write
      off of related party receivable
              
              
              —
              
              
              
              —
              
              
              
              1,000Write
      off of Website development costs
              
              
              —
              
              
              
              —
              
              
              
              8,877Write
      off of inventory
              
              
              —
              
              
              
              —
              
              
              
              10,645Decrease
      / (Increase) - Inventory
              
              
              —
              
              
              
              —
              
              
              
              (10,645
              )Increase
      / (Decrease) - Accounts Payable
              
              
              —
              
              
              
              670
              
              
              
              —Increase
      / (Decrease) - Related Party Payables
              
              
              5,108
              
              
              
              6,955
              
              
              
              58,875Net
      Cash From Operating Activities
              
              
              —
              
              
              
              —
              
              
              
              (57,336
              )Cash
      Flows From Investing ActivitiesPurchase
      of property and equipment
              
              
              —
              
              
              
              —
              
              
              
              (12,433
              )Website
      development costs
              
              
              —
              
              
              
              —
              
              
              
              (10,309
              )Net
      Cash From Investing Activities
              
              
              —
              
              
              
              —
              
              
              
              (22,742
              )Cash
      Flows from Financing ActivitiesStock
      offering costs
              
              
              —
              
              
              
              —
              
              
              
              (6,072
              )Related-party
      receivable
              
              
              —
              
              
              
              —
              
              
              
              (1,000
              )Proceeds
      from the issuance of common stock
              
              
              —
              
              
              
              —
              
              
              
              87,150Net
      Cash From Financing Activities
              
              
              —
              
              
              
              —
              
              
              
              80,078Net
      Increase 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 notes to financial statements.
  5
  Bear
Lake Recreation, Inc.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 December
31, 2009
 (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, 2009.
The results of operations for the period ended December 31, 2009, are not
necessarily indicative of the operating results for the full year.
 
 NOTE
2 LIQUIDITY/GOING CONCERN
 
 The
Company does not have significant 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 $1,142 during the quarter. The balance due the shareholder is $58,875
as of December 31, 2009. The unsecured loan bears no interest and is due on
demand.
 
 NOTE
4 RECENT ACCOUNTING PRONOUNCEMENTS
 
 Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting
Principles – Overall (“ASC 105-10”), which was formerly known as SFAS
168.  ASC 105-10 establishes the FASB Accounting Standards
Codification (the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP.  Rules and interpretive releases of the SEC under authority of
federal securities laws are also sources of authoritative U.S. GAAP for SEC
registrants.  All guidance contained in the Codification carries an
equal level of authority.  The Codification superseded all existing
non-SEC accounting and reporting standards and all other non-grandfathered,
non-SEC accounting literature not included in the Positions or Emerging Issues
Task Force Abstracts.  Instead, it will issue Accounting Standards
Updates (“ASUs”).  The FASB will not consider ASUs as authoritative in
their own right.  ASUs will serve only to update the Codification,
provide background information about the guidance and provide the basis of
conclusions on the change(s) in the Codification.  References made to
FASB guidance throughout this document have been updated for the
Codification.
  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (“SFAS 141R”), which was primarily codified into Topic 805
“Business Combinations” in the ASC, and SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements, an amendment of Accounting Research
Bulletin No. 51(“SFAS 160”), which was primarily codified into Topic 810
“Consolidations” in the ASC. SFAS No. 141R requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired.  SFAS No. 160 clarifies
that a noncontrolling interest in a subsidiary should be reported as equity in
the consolidated financial statements. The calculation of earnings per share
will continue to be based on income amounts attributable to the parent. SFAS No.
141R and SFAS No. 160 are effective for financial statements issued for fiscal
years beginning after December 15, 2008.  Early adoption is
prohibited.  SFAS No. 141R will impact the valuation of business
acquisitions made in 2009 and forward.  The Company adopted SFAS No.
160 on July 1, 2009.  As a result, implementation of SFAS No. 160 had
no impact on the Company’s condensed consolidated financial
statements.
 
 In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”), which
was primarily codified into Topic 815 “Derivatives and Hedging” in the ASC. SFAS
161 requires enhanced disclosures about an entity’s derivative instruments and
hedging activities including: (1) how and why an entity uses derivative
instruments; (2) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations; and (3) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with earlier application encouraged. The Company adopted SFAS
No. 161 on January 1, 2009.  Implementation of SFAS No. 161 had no
impact on the Company’s condensed consolidated financial
statements.
 
 In
October 2009, the FASB issued Accounting Standards Update No. 2009-13 for
Revenue Recognition – Multiple Deliverable Revenue Arrangements (Subtopic
605-25) “Subtopic”. This accounting standard update establishes the accounting
and reporting guidance for arrangements under which the vendor will perform
multiple revenue – generating activities. Vendors often provide multiple
products or services to their customers. Those deliverables often are provided
at different points in time or over different time periods. Specifically, this
Subtopic addresses how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting.  The
amendments in this guidance will affect the accounting and reporting for all
vendors that enter into multiple-deliverable arrangements with their customers
when those arrangements are within the scope of this Subtopic.  This
Statement is effective for fiscal years beginning on or after June 15, 2010.
Earlier adoption is permitted. If a vendor elects early adoption and the period
of adoption is not the beginning of the entity’s fiscal year, the entity will
apply the amendments under this Subtopic retrospectively from the beginning of
the entity’s fiscal year.  The presentation and disclosure
requirements shall be applied retrospectively for all periods presented.
Currently, Management believes this Statement will have no impact on the
financial statements of the Company once adopted.
 
 The
Company has reviewed all other recently issued, but not yet adopted, accounting
standards in order to determine their effects, if any, on its consolidated
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 consolidated financial statements.
 
 NOTE
5 SUBSEQUENT EVENTS
 
 The
Company has evaluated subsequent events through January 29, 2010, the date
the financial statements were issued, and has concluded that no recognized or
nonrecognized subsequent events have occurred since the quarter ended December
31, 2009.
 
  6
  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 December 31, 2009 Compared to Three Months Ended December 31,
2008
 
 We had no
operations during the quarterly period ended December 31, 2009, nor do we have
operations as of the date of this filing.  In the quarterly period
ended December 31, 2009, we had sales of $0, compared to the quarterly period
ended December 31, 2008, with sales of $0. General and administrative expenses
were $971 for the December 31, 2009, period compared to $1,270 for the December
30, 2008, period. General and administrative expenses for the three months ended
December 31, 2009, were comprised mainly of accounting fees, and the decreased
general and administrative expenses for the 2009 quarterly period over the 2008
quarterly period was limited to decreased legal fees. We had a net loss of $971
for the December 31, 2009, period compared to a net loss of $1,270 for the
December 31, 2008, period.
 
 Six
Months Ended December 31, 2009 Compared to Six Months Ended December 31,
2008
 
 We had no
operations during the six month period ended December 31, 2009, nor do we have
operations as of the date of this filing.  General and administrative
expenses were $5,108 for the December 31, 2009, period compared to $7,625 for
the December 31, 2008, period.  General and administrative expenses
for the six months ended December 31, 2009, were comprised mainly of accounting,
legal and operating fees.  We had a net loss of $5,108 for the
December 31, 2009, period compared to a net loss of $7,625 for the December 31,
2008, period.
 
 Liquidity
and Capital Requirements
 
 We had no
cash or cash equivalents on hand at December 31, 2009. If additional funds are
required, such funds may be advanced by management or shareholders as loans to
us.  During the quarterly period ended December 31, 2009, expenses
were paid by a principal shareholder in the amount of $1,142, and during the
quarterly period ended December 31, 2008, additional expenses paid by a
principal shareholder totaled $1,270. The aggregate amount of $58,874 is
outstanding as of December 31, 2009, is non-interest bearing, unsecured and due
on demand. 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; not
applicable
 
 Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.
 
 Not
required.
 
 Item
4(T).  Controls and Procedures.
 
 Evaluation of Disclosure 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).  Based upon that evaluation, our
President and Secretary concluded that, as of the end of the period covered by
this report, our disclosure controls and procedures were effective.
 
 Changes
in Internal Control Over Financial Reporting
 
 During the most recent 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.
 
 PART II - OTHER INFORMATION
 
 Item 1. Legal Proceedings
 
 None; not
applicable.
  7
 Item
1A. Risk Factors
 
 Not
required.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 None; not
applicable.
 
 Item 3. Defaults Upon Senior
Securities
 
 None; not
applicable.
 
 Item
4. Submission of Matters to a Vote of Security Holders
 
 None; not
applicable.
 
 Item 5. Other Information
 
 None; not
applicable.
 
 Item
6. Exhibits
 
 (a)
Exhibits
 
 No.            Description
 3.1             Amended
and Restated Articles of Incorporation*
 3.2             Bylaws*
 14.1           Code
of Ethics*
 
 All Sarbanes-Oxley Certifications follow the signature
line at the end of this Quarterly Report.
 
 *Incorporated
herein by reference to our June 30, 2008, 10 K/A as filed on September 2,
2009.
 
 (b)
Reports on Form 8-K
 
 None.
  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 thereunto
duly authorized.
 
 
 BEAR
LAKE RECREATION, INC.
 (Issuer)
 
 Date:
              01/29/10
              
              By:
              /s/Wayne
      BasshamWayne
      Bassham, President and Director
 
 
  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:
              01/29/10
              
              By:
              /s/Todd
      AlbistonTodd
      Albiston, Secretary and Director