As filed with the Securities and Exchange Commission on July 14, 2005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

[X]                                QUARTERLY REPORT PURSUANT TO SECTION 13 
                                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended May 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





Number of shares outstanding of the registrants class of common stock as of July 10, 2005:   4,550,000



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 May 31, 2005.









PART I - FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS





Page Number



Balance Sheets

4

Statements of Operations

5

Statement of Cash Flows

6

Statements of Stockholders Equity

7

Notes to the Financial Statements

8-11





2











BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)





INTERIM FINANCIAL STATEMENTS





MAY 31, 2005



(Unaudited  prepared by management)

(Stated in U.S. Dollars)

3





BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



INTERIM BALANCE SHEETS

MAY 31, 2005

(Unaudited - prepared by management)

(Stated in U.S. Dollars)



|                                                     |  
|---------------------------------------------------- | -
|                                                     |  
|                                                     |  
|ASSETS                                               |  
|                                                     |  
|Current                                              |  
|Cash and cash equivalent                             | $
|                                                     |  
|Capital Assets, net of amortization                  |  
|Website Development Costs, net of amortization       |  
|                                                     |  
|                                                     | $
|                                                     |  
|LIABILITIES                                          |  
|                                                     |  
|Current                                              |  
|Accounts payable and accrued liabilities             | $
|                                                     |  
|STOCKHOLDERS EQUITY                                 |  
|                                                     |  
|Capital Stock                                        |  
|Authorized:                                          |  
|75,000,000 common shares, par value $0.001 per share |  
|                                                     |  
|Issued and outstanding:                              |  
|4,550,000 common shares                              |  
|                                                     |  
|Additional paid-in capital                           |  
|                                                     |  
|Deficit Accumulated During The Development Stage     |  
|                                                     |  
|                                                     |  
|                                                     | $





The accompanying notes are an integral part of the financial statements.

4



BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



INTERIM STATEMENTS OF OPERATIONS

THREE-MONTH PERIOD ENDED MAY 31, 2005

(Unaudited  prepared by management)

(Stated in U.S. Dollars)







|                                              |        |           | CUMULATIVE 
|--------------------------------------------- | ------ | --------- | -----------
|                                              | THREE  | THREE     | PERIOD FROM
|                                              | MONTH  | MONTH     | INCEPTION  
|                                              | PERIOD | PERIOD    | FEBRUARY 5 
|                                              | ENDED  | ENDED     | 2004 TO    
|                                              | MAY 31 | MAY 31    | May 31,    
|                                              | 2005   | 2004      | 2005       
|                                              |        |           |            
|Revenue                                       | $      | -         | $          
|                                              |        |           |            
|Expenses                                      |        |           |            
|Organizational costs                          |        | -         |            
|Professional fees                             |        | 3,004     |            
|Office and administration                     |        | 3,690     |            
|Marketing                                     |        | 4,988     |            
|Amortization                                  |        | 573       |            
|                                              |        | 12,255    |            
|                                              |        |           |            
|Net Loss For The Period                       | $      | (12,255)  | $          
|                                              |        |           |            
|                                              |        |           |            
|Basic And Diluted Loss Per Share              | $      | (0.01)    | $          
|                                              |        |           |            
|                                              |        |           |            
|Weighted Average Number Of Shares Outstanding |        | 4,550,000 |            





The accompanying notes are an integral part of the financial statements.



5



BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



INTERIM STATEMENTS OF CASH FLOWS

THREE-MONTH PERIOD ENDED MAY 31, 2005

(Unaudited  prepared by management)

(Stated in U.S. Dollars)







|                                                                           |        |          | CUMULATIVE 
|-------------------------------------------------------------------------- | ------ | -------- | -----------
|                                                                           | THREE  | THREE    | PERIOD FROM
|                                                                           | MONTH  | MONTH    | INCEPTION  
|                                                                           | PERIOD | PERIOD   | FEBRUARY 5 
|                                                                           | ENDED  | ENDED    | 2004 TO    
|                                                                           | MAY 31 | MAY 31   | MAY 31     
|                                                                           | 2005   | 2004     | 2005       
|                                                                           |        |          |            
|Cash Flows From Operating Activities                                       |        |          |            
|Net loss for the period                                                    | $      | (12,255) | $          
|                                                                           |        |          |            
|Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities |        |          |            
|Amortization                                                               |        | 573      |            
|Accounts payable and accrued liabilities                                   |        | 767      |            
|                                                                           |        | (10,915) |            
|                                                                           |        |          |            
|Cash Flows From Investing Activity                                         |        |          |            
|Additions to capital assets                                                |        | (2,400)  |            
|Additions to intangibles                                                   |        | -        |            
|                                                                           |        | (2,400)  |            
|                                                                           |        |          |            
|Cash Flows From Financing Activity                                         |        |          |            
|Issuance of common shares                                                  |        | -        |            
|                                                                           |        |          |            
|Increase In Cash During The Period                                         |        | (13,315) |            
|                                                                           |        |          |            
|Cash, Beginning Of Period                                                  |        | 61,722   |            
|                                                                           |        |          |            
|Cash, End Of Period                                                        | $      | 48,407   | $          
|                                                                           |        |          |            
|                                                                           |        |          |            
|Supplemental Disclosure Of Cash Flow Information                           |        |          |            
|Cash paid for:                                                             |        |          |            
|Interest                                                                   | $      | -        | $          
|Income taxes                                                               |        | -        |            







The accompanying notes are an integral part of the financial statements.

6



BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



INTERIM STATEMENT OF STOCKHOLDERS EQUITY

PERIOD FROM INCEPTION FEBRUARY 5, 2004 TO MAY 31, 2005

(Unaudited  prepared by management)

(Stated in U.S. Dollars)







|                                                     |               |             |            | DEFICIT     |       
|---------------------------------------------------- | ------------- | ----------- | ---------- | ----------- | ------
|                                                     | CAPITAL STOCK | ACCUMULATED |           
|                                                     |               |             | ADDITIONAL | DURING THE  |       
|                                                     |               |             | PAID-IN    | DEVELOPMENT |       
|                                                     | SHARES        | AMOUNT      | CAPITAL    | STAGE       | TOTAL 
|                                                     |               |             |            |             |       
|Inception, February 5, 2004                          | -             | $           | -          | $           | -     
|                                                     |               |             |            |             |       
|February 12, 2004  Shares issued for cash at $0.001 | 2,000,000     |             | 2,000      |             | -     
|February 27, 2004  Shares issued for cash at $0.01  | 1,900,000     |             | 1,900      |             | 17,100
|Net loss for the period                              | -             |             | -          |             | -     
|                                                     |               |             |            |             |       
|Balance, February 29, 2004                           | 3,900,000     |             | 3,900      |             | 17,100
|                                                     |               |             |            |             |       
|December 2004 - Shares issued for cash at $0.10      | 650,000       |             | 650        |             | 64,350
|Net loss for the year                                | -             |             | -          |             | -     
|                                                     |               |             |            |             |       
|Balance, February 28, 2005                           | 4,550,000     |             | 4,550      |             | 81,450
|                                                     |               |             |            |             |       
|Net loss for the period                              |               |             |            |             |       
|                                                     |               |             |            |             |       
|Balance, May 31, 2005                                | 4,550,000     | $           | 4,550      | $           | 81,450



The accompanying notes are an integral part of the financial statements.

7



BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 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.



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 $35,688 for the period from inception, February 5, 2004, to May 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.

8







BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 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 May 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.

9





BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 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 May 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.

10





BOOMERS CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)



NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 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.





4.

COMMITMENT



The Company has entered into an agreement for legal services related to obtaining trading on the NASD system.  The agreement calls for a fee of $15,000 payable on NASD approval or upon sale of control, whichever is the earlier.







11



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 became effective in our last fiscal year, and we completed the maximum offering of 650,000 common shares at a price of $0.10 per share. We are currently in the process of attempting to obtain certain regulatory approvals to enable the posting of our common shares for trading on the OTC Bulletin Board. At present however, our common shares are not posted for trading or listed on any exchange, and there can be no assurance that we will be successful in obtaining a symbol.



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 an increase in quality.  We believe these factors combine to create the potential market opportunity for our company.



We presently have no arrangements with any of the businesses mentioned.



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.

Our future operations are also 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 or liquidate assets.  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.



We plan to offer a layered market-oriented client application and a database of visitor information regarding cultural activities providing multiple destination choices for the tourist. Our logo will be the local identifier for visitors to recognize a participant in our program. Commercial partners paying for the use of our logo will also benefit from being party to other value based features in our client base.



We hope to develop a number of revenue streams from these services. Ultimately, revenue will be generated from creating and selling custom package tours.  We plan to be able 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. In addition, we hope to develop sufficient recognition that our logo will have value in that other businesses will choose to align themselves with us, developing revenues from businesses that choose to be part of our programs.

12



During the quarter, we spent approximately $4,988 on initial marketing, $3,580 on office furniture and equipment, $2,415 on administration and $3,004 on professional fees, leaving us a balance of $48,407 in cash on hand.  All of the above noted expenditures were contemplated in our initial plan.



During the initial stages of the companys growth our officers and directors are providing all of their labor required to develop our business at no charge. The members of the board, initially operating from their homes, expect to be calling on past clients to establish their presence in the marketplace. Since we intend to operate with a very limited administrative support system, the officers and directors will continue to be responsible for these duties for at least the first year of operations.



Over the next quarter, we plan to have our first tour package defined clearly and available for market. Our marketing strategy is to explore the potential in marrying the successful background of larger events, and their audiences, with any number of smaller venues, to expand on the ultimate experience. The savings resulting from bulk buying of these diversified ingredients is passed on to the traveler. Dozens of factors must be carefully considered and weighed before each tour program is finalized.



Concurrently, we plan to develop relationships with major international and domestic carriers and tour companies offering a variety of programs thereby connecting business traffic with international markets. By October, 2005 we will endeavor to further the marketing by developing corporate alliances with business and government agencies. It is expected that this will involve some travel at an estimated cost of $10,000. As well, we will seek out industry experts to source the latest available products in an attempt to keep abreast of the latest trends.



Our ability to succeed is uncertain because we currently have no operating history upon which to base our growth projections. Our growth may place a significant strain on our managerial, financial, and operational resources.  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.

Expenditures

The following chart provides an overview of our planned expenditures by major area of activity, for the balance of our fiscal year:



|Expenses

Marketing and Promotion
Office Furniture, Equipment and Supplies
Legal and Accounting
Website Hosting and Telecom
Miscellaneous Administrative Costs

Total | 21,012
6,987
4,088
6,000
3,060

41,147
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------



As of the filing date of this report, we have $48,407 in cash.  We believe that our cash resources are sufficient to satisfy our needs over the next 7-9 months. Our ability to satisfy cash requirements thereafter and the need for additional funding is dependent on our ability to generate revenue from our business in sufficient quantity and on a profitable basis. 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.



Should we require additional cash in the 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 May 31, 2005, we had working capital of $44,362, compared to working capital of $58,444 at February 28, 2005. At May 31, 2005, our total assets consisted of $54,357, which included cash of $48,407, net capital assets of $3,483, and net capitalized website costs of $2,467. This compares with total assets at February 28, 2005 of $65,845, which included $61,722 of cash.



13



At May 31, 2005, our total current liabilities, all accounts payable, increased slightly to $4,045 from $3,278 at February 28, 2005.



We have not had revenues at any time since inception. Although there may be sufficient capital to execute our business plan over the next 7-9 months, our long term survival may be dependent on funding from sales of securities and, as necessary, or from shareholder loans.



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 $12,255 for the three months ended May 31, 2005, compared to $2,603 for the three months ended May 31, 2004. From inception to May 31, 2005 we have incurred losses of $35,688. The principal component of losses for the three months ended May 31, 2005 were professional fees of $3,004 (2004 - $2,500), office and administrative expenses of $3,690 (2004 - $103), marketing development costs of $4,988 (2004 - $nil) and amortization of our website costs of $573 (2004 - $nil).



ITEM 3. CONTROLS AND PROCEDURES



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the quarter ended May 31, 2005.



There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.



Prior to the filing date of this quarterly report, the Company had not adopted a complete set of written policies, controls and procedures.  The Company is now developing such written document and expects that in the process of such undertaking it will discover internal control policies and practices that the Company should implement and follow that are not part of its current practice.



PART II  OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS



None.



ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS



On November 5, 2004, our Form SB-2 Registration Statement, commission file number 333-118138, became effective, enabling us to offer up to 650,000 shares of common stock of our company at a price of $0.10 per share. During December 2004 we accepted subscriptions from 42 subscribers for the maximum offering of 650,000 shares and cash proceeds to our company of $65,000. No commissions were paid on any of the above issuance.

14





Following is the use of proceeds for actual expenses incurred for our account during the quarter ending May 31, 2005 in connection with the issuance and distribution of the securities:



|Expense                   | Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer | Amount of direct or indirect payments to others
|------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|Office and administration | 0                                                                                                                            | $56                                            
|Transfer agent            | 0                                                                                                                            | 39                                             



The above expenses were paid from existing working capital at the time of the offering; therefore they were not deducted from the proceeds of the offering.



Following is a table detailing the use of net offering proceeds from the offering of the securities during the quarter ending May 31, 2005.



|Expenses                     | Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer | Amount of direct or indirect payments to others
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|Office furniture & equipment | 0                                                                                                                            | $3,580                                         
|Website software development | 0                                                                                                                            | 0                                              
|Marketing                    | 0                                                                                                                            | 4,988                                          
|Office & administration      | 0                                                                                                                            | 2,415                                          
|Legal & accounting           | 0                                                                                                                            | 3,004                                          







ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5.

OTHER INFORMATION



None.



ITEM  6.

EXHIBITS



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*

15



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



*Incorporated by reference to our Form SB2 Registration Statement Amendment No. 2, File Number 333-118138, filed on August 12, 2004.















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 July 14th day of July, 2005.



Boomers Cultural Development, Inc.





Date: July 14, 2005

By:



/s/  Bruce Ellsworth



Bruce Ellsworth

President/CEO



By:

/s/ Lorena Jensen

Lorena Jensen

Chief Financial Officer

16