**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 September 30, 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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

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.

 

**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: 

 

October 27, 2006

1,249,816 shares

 

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

 

**FINANCIAL STATEMENTS**

 

**September 30, 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

**PART I - FINANCIAL INFORMATION**

 

**Item 1. Financial Statements.**

 

**Bear Lake Recreation, Inc.**

**(A Development Stage Company)**

**Condensed Balance Sheets**

**September 30, 2006 and June 30, 2006**

**(Unaudited)**

 

 

 

 

**9/30/2006**

 

 

**6/30/2006**

 

 

 

**(Unaudited)**

 

 

**(Audited)**

 

**ASSETS**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Total Assets**

 

$

— 

 

 

$

— 

 

 

 

 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS' DEFICIT**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

$

— 

 

 

$

— 

 

Related Party Payable

 

 

34,736 

 

 

 

31,169 

 

Total Current Liabilities

 

 

34,736 

 

 

 

31,169 

 

**Total Liabilities**

 

 

34,736 

 

 

 

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

 

 

(118,814

)

 

 

(115,247

)

**Total Stockholders' Deficit**

 

 

(34,736

)

 

 

(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 Months Ended September 30, 2006 and 2005, and**

**For the Period from Inception (October 22, 1998) through September 30, 2006**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

 

**From Inception**

 

 

 

 

 

 

 

 

 

 

**(October 22,**

 

 

 

**For the Three Months Ended**

 

 

**1998) Through**

 

 

 

**September 30,**

 

 

**September 30,**

 

 

 

**2006**

 

 

 

**2005**

 

 

**2006**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Revenues**

 

$

— 

 

 

 

$

— 

 

 

$

1,396 

 

**Cost of Goods Sold**

 

 

— 

 

 

 

 

— 

 

 

 

707 

 

**Gross Profit**

 

 

— 

 

 

 

 

— 

 

 

 

689 

 

General and Administrative Expenses

 

 

3,567 

 

 

 

 

4,996 

 

 

 

99,792 

 

**Net Income (Loss) from Operations**

 

 

(3,567

)

 

 

 

(4,996

)

 

 

(99,103

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**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**

 

 

(3,567

)

 

 

 

(4,996

)

 

 

(118,814

)

Provision for Income Taxes

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

**Net Loss**

 

$

(3,567

)

 

 

$

(4,996

)

 

$

(118,814

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Loss Per Share - Basic and Diluted**

 

$

(0.01

)

 

 

$

(0.01

)

 

$

(0.22

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Weighted Average Shares Outstanding -**

 

 

 

 

 

 

 

 

 

 

 

 

 

**Basic and Diluted**

 

 

1,249,816 

 

 

 

 

825,900 

 

 

 

534,342 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

4

**Bear Lake Recreation, Inc.**

**(A Development Stage Company)**

**Condensed Statements of Cash Flows**

**For the Three Months Ended September 30, 2006 and 2005, and**

**For the Period from Inception (October 22, 1998) through September 30, 2006**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

**From Inception**

 

 

 

**Three Months Ended**

 

 

**(October 22,**

 

 

 

**September 30,**

 

 

**1998) Through**

 

 

 

**2006**

 

 

 

**2005**

 

 

**September 30, 2006**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Cash Flows From Operating Activities**

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(3,567

)

 

 

$

(4,996

)

 

$

(118,814

)

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

 

 

0 

 

 

 

 

2,025 

 

 

 

— 

 

Increase / (Decrease) - Related Party Payables

 

 

3,567 

 

 

 

 

1,471 

 

 

 

34,736 

 

**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**

**September 30, 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 SUBSEQUENT EVENTS**

 

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, including but not limited to the raising of minimum gross proceeds of $2,000,000 by Vault Technologies prior to closing and the effectiveness of a 1 for 3.5 share reverse split by us. No assurance can be given that this acquisition will be completed.

 

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 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, including but not limited to the raising of minimum gross proceeds of $2,000,000 by Vault Technologies prior to closing and the effectiveness of a 1 for 3.5 share reverse split by us. No assurance can be given that this acquisition will be completed.

 

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. Incorporated in 2002, Vault Technologies is headquarteredin Dallas, Texas. For more information please visit www.vaultpark.com .

 

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.

 

**Results of Operations**

 

Three Months Ended September 30, 2006 Compared to Three Months Ended September 30, 2005  

 

The Company has had no operations during the quarterly period ended September 30, 2006, nor do we have operations as of the date of this filing.  General and administrative expenses were $3,567 for the September 30, 2006, period compared to $4,996 for the September 30, 2005, period. General and administrative expenses for the three months ended September 30, 2006, were comprised mainly of accounting, transfer and filing fees. We had net loss of $3,567 for the September 30, 2006, period compared to a net loss of $4,996 for the September 30, 2005, period. 

 

**Liquidity and Capital Resources**

 

Our total assets as of September 30, 2006, were $0, and we have no assets as of the date of this filing.  We do depend on a shareholder being able to loan us money to fund our attempt to get and maintain our Company current in its filings and if this shareholder is not able to loan us the money our ability to continue in our attempt to get and maintain our Company current would be substantially reduced. 

 

**Forward-Looking Statements**

 

The foregoing discussion 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. 

 

7

**Item 3. Controls and Procedures.**

 

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. 

 

**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.  However, on September 29, 2005, the Company issued 1,500,000 shares of its common stock, 500,000 to each of its three directors, for services rendered valued at $1,500 or $0.001 per share.  The offer and sale of these securities were believed to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Rule 506 of the Securities and Exchange Commission promulgated thereunder.

 

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

 

None; not applicable. 

 

**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, NASDAQ change the Company symbol, “BLKR,” to “BLKE,” effective at the open of business on Monday, October 23, 2006.

 

On October 17, 2006, we filed a Current Report 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, as well.  The Press Release was filed as an exhibit to the Current Report on Form 8-K.

****

 

8

**Item 6.Exhibits.**

 

(a) Exhibits

 

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

 

**31.1 302 Certification of Wayne Bassham**

 

**31.2 302 Certification of Todd Albiston**

 

**32 906 Certification**

 

(b) Reports on Form 8-K

 

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

 

* These documents are incorporated herein by reference.

 

 

**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:***

*10/27/2006***

* *

*By:***

*/s/Wayne Bassham***

* *

* *

* *

* *

*Wayne Bassham***

* *

* *

* *

* *

*President and Director***

* *

* *

* *

* *

* *

*Date:***

*10/27/2006***

* *

*By:***

*/s/Todd Albiston***

* *

* *

* *

* *

*Todd Albiston***

* *

* *

* *

* *

*Secretary and Director***

 

 

9