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.


<PAGE>


                           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
<PAGE>


                         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

<PAGE>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)


                          INTERIM FINANCIAL STATEMENTS


                                 AUGUST 31, 2005

                      (Unaudited - prepared by management)
                            (Stated in U.S. Dollars)


<PAGE>
<TABLE>
<CAPTION>





                       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
------------------------------------------------------------------------------- --- ---------------- -- ----------------
<S>                                                                             <C>                  <C>

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.

</TABLE>

                                      F-2

<PAGE>
<TABLE>
<CAPTION>



                       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
------------------------------ --------- -------------- ---- ------------ -- -------------- -- ------------- --- ------------------
<S>                                      <C>               <C>              <C>             <C>             <C>

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.

</TABLE>

                                      F-3
<PAGE>
<TABLE>
<CAPTION>



                       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
------------------------------ ------------ --------------- ---- ----------- -- ------------- -- ----------- --- -------------------
<S>                                          <C>               <C>              <C>           <C>            <C>

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.
</TABLE>

                                      F-4
<PAGE>
<TABLE>
<CAPTION>




                    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
                                                     -------------- -------------- --------------- ------------------- -------------

<S>                                                  <C>            <C>            <C>             <C>                 <C>

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.

</TABLE>
                                      F-5
<PAGE>






                       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
<PAGE>



                       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
<PAGE>

                       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
<PAGE>





                       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

<PAGE>



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

<PAGE>




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

<PAGE>




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
<PAGE>





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
<PAGE>





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

<PAGE>






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
                                                             -------------------
                                                                Lorena Jensen
                                                         Chief Financial Officer
                                       8