U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 000-49671
Nevada 87-0620495
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
|
Issuer's Telephone Number: (801) 278-9424
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act:
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 Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: June 30, 2004; None.
State the aggregate market value of the common voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days.
November 2, 2004 - $474.20. There are approximately 474,200 shares of common voting stock of the Registrant held by non-affiliates. During the past year, there has been no market for shares of common stock of the Registrant, so the Registrant has arbitrarily valued these shares on the basis of par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; not applicable.
None; not applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:
November 2, 2004; 2,874,200.
A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13.
PART I
Bear Lake Recreation, Inc. (the "Company") was organized under the laws of the State of Nevada on October 22, 1998. The Company was formed to engage in any lawful business.
The Company's initial authorized capital consisted of 50,000,000 shares of $0.001 par value common voting stock. A total of 1,000,000 shares were issued at inception at a price of $0.001 per share.
We authorized the issuance of 1,500,000 shares of our common stock to our officers and directors for services on September 28, 2004, which is subsequent to the date of this Report. There are currently 2,874,200 shares issued and outstanding.
A copy of the Company's Articles of Incorporation were attached as an exhibit to our Registration Statement on Form 10-SB, which was filed with the Securities and Exchange Commission on March 8, 2002. See Part III, Item 13 of this Report.
The Company's initial operations consisted of renting snowmobiles and all-terrain vehicles (ATV's). The Company had also planned on organizing snowmobile rental packages which would have included lodging at Ideal Beach Resort at Bear Lake, Utah. The Company has abandoned the snowmobile, ATV and lodging plans.
On June 27, 2000, the Company entered into a licensing agreement with AlCORP, an Oregon limited liability company, to purchase the right to manufacture, use, market, and sell the "NetCaddy", a backpack style bag used to transport fishing gear. The Company has also abandoned the "Net Caddy" operations.
Our Company has had no material business operations since 2002. Our Company may begin the search for the acquisition of assets, property or business that may benefit our Company and its stockholders once the Board of Directors sets guidelines of industries in which our Company may have an interest.
Our Company is unable to predict the time as to when and if it may actually participate in any specific business endeavor, and will be unable to do so until it determines the particular industries of interest to our Company.
On October 25, 1998, the Board of Directors authorized a stock issuance totaling 1,000,000 shares to Steven D. Moulton, formerly an officer of the Company, for cash consideration of $1,000.
Pursuant to a Confidential Offering Memorandum dated November 15, 1998 to March 4, 1999, the Company conducted a public offering pursuant to Rule 504 of Regulation D of the Securities and Exchange Commission, for the sale of 45,000 shares of its one mill ($0.001) par value common stock at a price of $1.00 per share for gross proceeds of $45,000 cash. These securities were exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "1933 Act"), under Section 3(b) thereof and Rule 504 promulgated by the Securities and Exchange Commission as a part of Regulation D. The proceeds of this offering were exhausted in pursuit of the Company's initial operations of renting snowmobiles and all-terrain vehicles (ATV's). The Company had also planned on organizing snowmobile rental packages that would have included lodging at Ideal Beach Resort at Bear Lake, Utah. The Company abandoned the snowmobile, ATV and lodging plans.
In July and August 2000, the Company completed an offering pursuant to Rule 506 of Regulation D, for the sale of 329,200 shares of its one mill ($0.001) par value common stock at a price of $0.125 per share for gross proceeds of $41,150 cash consideration for the issuance. The Company utilized the funds for operations related to a licensing agreement, as entered into on June 27, 2000, with ALCORP, an Oregon limited liability company, to purchase rights to manufacture, use, market, and sell the NetCaddy, a backpack style bag used to transport fishing gear. The Company has also abandoned the NetCaddy plans.
On or about October 28, 1999, Frank Gillen purchased 700,000 shares of the Company's common stock from Steve Moulton. In conjunction with the sale, Mr. Moulton resigned and appointed Mr. Gillen as a Director and President. Mr. Gillen resigned as President of our Company in August of 2003 and new officers and directors were appointed.
On September 28, 2004, which is subsequent to the date of this report, we authorized the issuance of 1,500,000 shares of our common stock to our officers and directors as payment for their services to our Company (or approximately 52.2% of the issued and outstanding shares). Other than the aforementioned, there have been no changes in control. There are no present arrangements or pledges of our securities that may result in a change in control of Bear Lake Recreation. See the caption "Management's Discussion and Analysis".
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety of new regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect us. For example:
* Our chief executive officer and chief financial officer must now certify the accuracy of all of our periodic reports that contain financial statements;
* Our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; and
* We may not make any loan to any director or executive officer and we may not materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current procedures and policies to determine whether they comply with the Sarbanes-Oxley Act and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take whatever actions are necessary to ensure that we are in compliance.
Our common stock is "penny stock" as defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks:
* with a price of less than five dollars per share;
* that are not traded on a "recognized" national exchange;
* whose prices are not quoted on the NASDAQ automated quotation system; or
* in issuers with net tangible assets less than $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if in continuous operation for less than three years, or with average revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and Exchange Commission require broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before making any transaction in a penny stock for the investor's account. You are urged to obtain and read this disclosure carefully before purchasing any of our shares.
Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers in penny stocks to approve the account of any investor for transactions in these stocks before selling any penny stock to that investor.
This procedure requires the broker/dealer to:
* get information about the investor's financial situation, investment experience and investment goals;
* reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor can evaluate the risks of penny stock transactions;
* provide the investor with a written statement setting forth the basis on which the broker/dealer made his or her determination; and
* receive a signed and dated copy of the statement from the investor, confirming that it accurately reflects the investors' financial situation, investment experience and investment goals.
Compliance with these requirements may make it harder for our stockholders to resell their shares.
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the Securities and Exchange Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of our Company at a special or annual meeting thereof or pursuant to a written consent will require our Company to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Securities and Exchange Commission at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.
We are also required to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a current report on Form 8-K.
The integrated disclosure system for small business issuers adopted by the Securities and Exchange Commission in Release No. 34-30968 and effective as of August 13, 1992, substantially modified the information and financial requirements of a "Small Business Issuer," defined to be an issuer that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is not an investment company; and if a majority-owned subsidiary, the parent is also a small business issuer; provided, however, an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer's outstanding securities held by non-affiliates) of $25,000,000 or more. We are deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and the North American Securities Administrators Association, Inc. ("NASAA") have expressed an interest in adopting policies that will streamline the registration process and make it easier for a small business issuer to have access to the public capital markets.
None.
Our Company has no property or assets; its principal executive office address and telephone number are the business office address and telephone number of Jenson Services, which are provided at no cost to the Company. See
Part I, Item 1.
Our Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against our Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to our Company.
No matter was submitted to a vote of our Company's security holders during the fourth quarter of the period covered by this Annual Report or during the previous two calendar years.
PART II
There has never been any established public market for shares of common stock of our Company. Our Company intends to submit for listing on the OTC Bulletin Board of the NASD during the calendar year 2005. No assurance can be given that any market for our Company's common stock will develop or be maintained. For any market that develops for our Company's common stock, the sale of "restricted securities" (common stock) pursuant to Rule 144 of the Securities and Exchange Commission by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market. Previous members of management have already satisfied the one year holding period of Rule 144 for public sales of their respective holdings in our Company in accordance with Rule 144. Present members of management have agreed not to publicly resell their shares without registration under the Securities Act or if there is a declaratory judgment by a federal or state court indicating that registration is not required for resale of these shares and that there is an available exemption from registration under the Securities Act for the resale of these securities.
A minimum holding period of one year is required for resales under Rule 144, along with other pertinent provisions, including publicly available information concerning our Company; limitations on the volume of restricted securities which can be sold in any ninety (90) day period; the requirement of unsolicited broker's transactions; and the filing of a Notice of Sale on Form 144.
We authorized the issuance of 1,500,000 shares, 500,000 shares each, to our Company's officers and directors for services on September 28, 2004, which is subsequent to the date of this Report.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES CONSIDERATION ------------------------------------ ---------------- ----------------- Todd Albiston, SEC / TR 500,000 Services at $.001 Wayne Bassham, PRES 500,000 Services at $.001 Derrick Albiston, VP 500,000 Services at $.001 |
The number of record holders of our Company's common stock as of the fiscal year ended June 30, 2004 was approximately 62. As of November 2, 2004 there were approximately 65 stockholders.
There are no present material restrictions that limit the ability of our Company to pay dividends on common stock or that are likely to do so in the future. Our Company has not paid any dividends with respect to its common stock, and does not intend to pay dividends in the foreseeable future.
None; not applicable.
Our Company has not engaged in any material operations during the year end June 30, 2004 or since 2002.
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.
For the periods ended June 30, 2004 and 2003
Report of Independent Registered Public Accounting Firm
Balance Sheet, June 30, 2004
Statements of Operations, for the years ended June 30, 2004 and 2003 and for the period from Inception [October 22, 1998] through June 30, 2004
Statements of Stockholders' Equity (Deficit), for the years
ended June 30, 2004 and 2003 and for the period from Inception
[October 22, 1998] through June 30, 2004
Statements of Cash Flows, for the years ended June 30, 2004 and 2003 and for the period from Inception [October 22, 1998] through June 30, 2004
Notes to the Financial Statements
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
JUNE 30, 2004
[WITH INDEPENDENT AUDITORS' REPORT]
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 1
Balance Sheet -- June 30, 2004 2
Statements of Operations for the years ended June 30, 2004
and 2003 and for the period from Inception [October 22, 1998]
through June 30, 2004 3
Statements of Stockholders' Equity/(Deficit) for the years
ended June 30, 2004 and 2003 and for the period from Inception
[October 22, 1998] through June 30, 2004 4
Statements of Cash Flows for the years ended June 30, 2004 and
2003 and for the period from Inception [October 22, 1998]
through June 30, 2004 5
Notes to Financial Statements 6 - 8
|
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Bear Lake Recreation, Inc. [a development stage company]:
We have audited the accompanying balance sheet of Bear Lake Recreation, Inc.
[a development stage company] as of June 30, 2004, and the related statements
of operations, stockholders' deficit, and cash flows for the years ended June
30, 2004 and 2003 and for the period from inception [October 22, 1998] through
June 30, 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. We did not audit the financial
statements of Bear Lake Recreation, Inc. for the period from inception
[October 22, 1998] through June 30, 2001. Such statements are included in the
cumulative totals for the period from inception [October 22, 1998] through
June 30, 2004 of the statements of operations, stockholders' deficit, and cash
flows and reflects 64 percent of the related cumulative net loss. Those
statements were audited by other auditors whose report has been furnished to
us, and or opinion, insofar as it relates to amounts for the period from
inception to June 30, 2001 included in the cumulative totals, is based solely
upon the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bear Lake Recreation, Inc. [a development stage company] as of June 30, 2004, and the results of its operations and cash flows for the years ended June 30, 2004 and 2003 and for the period from inception [October 22, 1998] through June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Bear Lake Recreation, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is a development stage enterprise, has suffered losses from operations and has had negative cash flows from operating activities during the period from inception [October 22, 1998] through June 30, 2004. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
/s/Mantyla McReynolds Mantyla McReynolds Salt Lake City, Utah July 15, 2004 |
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
Balance Sheet
June 30, 2004
ASSETS
Current Assets:
Cash in bank $ 76
-----------
Total Current Assets 76
-----------
Total Assets $ 76
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accounts payable $ 1,751
Accounts payable-related party - Note 5 9,299
-----------
Total Current Liabilities 11,050
-----------
Total Liabilities 11,050
Stockholders' Deficit:
Common Stock -- 50,000,000 shares authorized
having a par value of $.001 per share;
1,374,200 shares issued and outstanding - Note 3 1,374
Additional Paid-in Capital 79,704
Deficit accumulated during the development stage (92,052)
-----------
Total Stockholders' Deficit (10,974)
-----------
Total Liabilities and Stockholders'
Deficit $ 76
===========
|
See accompanying notes to financial statements
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
Statements of Operations
For the years ended June 30, 2004 and 2003 and for the period from Inception [October 22, 1998] through June 30, 2004
October 22,
1998 through
2004 2003 June 30, 2004
Sales $ - $ 50 $ 1,396
Cost of Sales - - 707
--------- --------- -----------
Gross Profit - 50 689
General and administrative expenses 6,207 3,995 73,030
--------- --------- -----------
Net loss from operations (6,207) (3,945) (72,341)
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 (6,207) (3,945) (92,052)
Income taxes - - -
--------- --------- -----------
Net Loss $ (6,207) $ (3,945) $ (92,052)
========= ========= ===========
Loss Per Share-Basic and Diluted (0.01) (0.01) (0.07)
========= ========= ===========
Weighted Average Shares Outstanding-
Basic and Diluted 1,374,200 1,374,200 1,337,166
========= ========= ===========
|
See accompanying notes to financial statements
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
Statements of Stockholders' Equity(Deficit) For the years ended June 30, 2004 and 2003 and for the period from Inception [October 22, 1998] through June 30, 2004
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Equity/(Deficit)
Balance,
October 22, 1998 - $ - $ - $ - $ -
Shares issued for
cash in October
1998 at $.001 per
share 1,000,000 1,000 - - 1,000
Shares issued for
cash in March 1999
at $1.00 per share 45,000 45 44,955 - 45,000
Stock offering costs - - (6,072) - (6,072)
Net loss for the year
ended June 30, 1999 - - - (16,134) (16,134)
---------- ------- ---------- ----------- ---------
Balance,
June 30, 1999 1,045,000 1,045 38,883 (16,134) 23,794
Net loss for the year
ended June 30, 2000 - - - (6,828) (6,828)
---------- ------- ---------- ----------- ---------
Balance,
June 30, 2000 1,045,000 1,045 38,883 (22,962) 16,966
Shares issued for
cash in July 2000
at $.125 per share 259,200 259 32,141 - 32,400
Shares issued for
cash in August 2000
at $.125 per share 70,000 70 8,680 - 8,750
Net loss for the year
ended June 30, 2001 - - - (32,303) (32,303)
---------- ------- ---------- ----------- ---------
Balance,
June 30, 2001 1,374,200 1,374 79,704 (55,265) 25,813
Net loss for the year
ended June 30, 2002 - - - (26,635) (26,635)
---------- ------- ---------- ----------- ---------
Balance,
June 30, 2002 1,374,200 1,374 79,704 (81,900) (822)
Net loss for the year
ended June 30, 2003 (3,945) (3,945)
---------- ------- ---------- ----------- ---------
Balance,
June 30, 2003 1,374,200 1,374 79,704 (85,845) (4,767)
Net loss for the year
ended June 30, 2004 - - - (6,207) (6,207)
---------- ------- ---------- ----------- ---------
Balance,
June 30, 2004 1,374,200 $ 1,374 $ 79,704 $ (92,052) $ (10,974)
========== ======= ========== =========== =========
|
See accompanying notes to financial statements
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
Statements of Cash Flows
For the years ended June 30, 2004 and 2003 and for the period from Inception [October 22, 1998] through June 30, 2004
October 22,
1998 through
2004 2003 June 30, 2004
Cash Flows from Operating Activities
Net Loss $ (6,207) $ (3,945) $ (92,052)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization - - 4,799
Loss on disposal of equipment - - 9,066
Write off of related party receivable - - 1,000
Write off of Website development costs - - 8,877
Write off of inventory - - 10,645
Decrease (increase) in inventory - - (10,645)
Increase in accounts payable (2,176) 3,927 1,751
Increase in accounts payable-related party 8,299 200 9,299
Increase (decrease) in bank overdraft - (22) -
--------- --------- ---------
Net Cash provided by (used in)
Operating activities (84) 160 (57,260)
Cash Flows from Investing Activities
Purchase of property and equipment - - (12,433)
Website development costs - - (10,309)
--------- --------- ---------
Net Cash used in Investing activities - - (22,742)
Cash Flows from Financing Activities
Stock offering costs - - (6,072)
Related-party receivable - - (1,000)
Proceeds from the issuance of common stock - - 87,150
---------- --------- ---------
Net Cash provided by Financing
activities - - 80,078
Net increase (decrease) in Cash (84) 160 76
Beginning Cash Balance 160 - -
---------- --------- ---------
Ending Cash Balance $ 76 $ 160 $ 76
========== ========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 0 0 0
Cash paid during the year for income
taxes $ 0 0 0
|
See accompanying notes to financial statements
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
Notes to Financial Statements June 30, 2004
Note 1 Organization and Summary of Significant Accounting Policies
(a) Organization
Bear Lake Recreation, Inc. (the Company) was organized under the laws of the State of Nevada on October 22, 1998, to engage in any lawful purpose. The Company is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. The Company has at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Through the year ended June 30, 2001 the Company was seeking to rent out snowmobiles and all-terrain vehicles (ATV's). In June of 2000, the Company also purchased the rights to manufacture, use, market, and sell the Net Caddy, a backpack style bag used to transport fishing gear. The Company has abandoned both the snowmobile and ATV's plans and the Net Caddy plans.
Currently, managements plans include finding a well-capitalized merger candidate to recommence its operations.
(b) Income Taxes
The Company applies the provisions of Statement of Financial Accounting Standards No. 109 [the Statement], Accounting for Income Taxes. The Statement requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no tax liability. At this time the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.
(c) Net Loss Per Common Share
The Company has adopted Statement of Financial Accounting Standards No. 128, Earnings Per Share. Statement No. 128 revised the manner in which loss per share is calculated. Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated to give effect to common stock equivalents. There are no common stock equivalents outstanding as of June 30, 2004 or 2003 thus, basic and diluted loss per share calculations are the same.
(d) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents. During the period
ending June 30, 2004 the Company did not have non-cash investing
or financing activities.
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
Notes to Financial Statements June 30, 2004
Note 1 Organization and Summary of Significant Accounting Policies-
(continued)
(e) Inventories
Inventories are stated at the lower of cost or market, cost being determined by the first-in, first-out (FIFO) method. During the year ended June 30, 2003 the Company abandoned its plans to sell the Net Caddy and wrote off the remaining inventory of $10,645.
(f) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Note 2 Going Concern
The Company is a development stage enterprise, has suffered losses from operations and has had negative cash flows from operating activities during the period from inception [October 22, 1998] through June 30, 2004. Realization of a major portion of the assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Currently, managements plans include finding a well-capitalized merger candidate to recommence its operations.
Note 3 Common Stock
On October 25, 1998, the Company issued 1,000,000 shares to an officer of the Company for cash considerations of $1,000 or $.001 per share.
On March 4, 1999, the Company received $45,000 cash considerations for the issuance of 45,000 shares of common stock at a price of $1.00 per share.
In July and August 2000, the Company issued 329,200 shares of its common stock for $41,150 or $.125 per share
BEAR LAKE RECREATION, INC.
[A Development Stage Company]
Notes to Financial Statements June 30, 2004
Note 4 Income Taxes
Below is a summary of deferred tax asset calculations on net operating loss carry forward amounts. Loss carry forward amounts expire between 2019 and 2024. Currently there is no reasonable assurance that the Company will be able to take advantage of a deferred tax asset, thus, an offsetting allowance has been established for the deferred asset.
NOL
Description Balance Tax Rate
Net Operating loss $92,052 $31,298 34%
Valuation allowance (31,298)
-------
Deferred tax asset 6/30/04 $ 0
=======
|
During the twelve months ended June 30, 2004 and 2003 the valuation allowance increased $2,110 and $1,341 respectively.
Note 5 Related Party Transactions
During the years ended June 30, 2004 and 2003 the Company borrowed money from an investor. The loan is interest free, unsecured and payable on demand. The balance of the loan as of June 30, 2004 and 2003 is $9,299 and $1,000, respectively.
On March 5, 2004, our Board of Directors resolved to dismiss Hansen, Barnett & Maxwell, as our principal independent accountants and to retain Mantyla, McReynolds & Associates, Certified Public Accountants, of Salt Lake City, Utah, as our new principal independent accountants, and to audit our financial statements for the fiscal years ended June 30, 2002, 2003 and 2004.
During the fiscal year ended 2001, and through the date of this Current Report, there were no disagreements between us and Hansen, Barnett & Maxwell whether resolved or not resolved, on any matter of accounting principles or practice, financial statement disclosure or auditing scope or procedure, which, if not resolved, would have caused them to make reference to the subject matter of the disagreement in connection with their reports. With the exception of a "going concern" qualification, the reports of Hansen, Barnett & Maxwell did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the 2001 fiscal year, and through the date of this Current Report, Hansen, Barnett & Maxwell has not advised us that any of the following exists or is applicable:
(1) That the internal controls necessary for us to develop reliable financial statements do not exist, or that information has come to their attention that has led them to no longer be able to rely on our management's representations or that has made them unwilling to be associated with the financial statements prepared by management;
(2) That our company needs to expand significantly the scope of our audit, or that information has come to their attention that if further investigated may materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements or any other financial presentation, or cause them to be unwilling to rely on management's representations or be associated with our financial statements for the foregoing reasons or any other reason; or
(3) That they have advised us that information has come to their attention that they have concluded materially impacts the fairness or reliability of either a previously issued audit report or the underlying financial statements for the foregoing reasons or any other reason.
During our fiscal year ended 2001, and through the date of this Current Report, we have not consulted Mantyla McReynolds & Associates, regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements or any other financial presentation whatsoever. See our 8-K Current Report regarding this change in accountants dated March 5, 2004, and filed with the Securities and Exchange Commission on November 12, 2004. See Item 13, Part II.
As of September 30, 2004, we carried out an evaluation, under the supervision and with the participation of our President and Treasurer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our President and Treasurer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic Securities and Exchange Commission reports. 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. In addition, 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 or is reasonably likely to materially affect our internal control over financial reporting.
None; not applicable.
PART III
The following table sets forth the names and the nature of all positions and offices held by all directors and executive officers of our Company for the fiscal years ending June 30, 2004 and 2003, and to the date hereof, and the period or periods during which each such director or executive officer served in his or her respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation Resignation
---- ---- ----------- -----------
Wayne Bassham President 3/04 *
Director 3/04 *
Derrick Albiston Vice President 3/04 *
Director 3/04 *
Todd Albiston Director 3/04 *
Secretary/ 3/04 *
Treasurer 3/04 *
Frank Gillen President 10/99 8/03
Director 10/99 8/03
Thomas J. Howells President 8/03 3/04
Director 8/03 3/04
|
* These persons presently serve in the capacities indicated opposite their respective names.
The term of office of the current directors shall continue until the annual meeting of stockholders, which has been scheduled by the Board of Directors to be held in May of each year. The annual meeting of the Board of Directors immediately follows the annual meeting of stockholders, at which officers for the coming year are elected.
Wayne Bassham, our President is 46 years of age. He has been employed as a manager for Harley-Davidson of Salt Lake City for the past fifteen years.
Derrick Albiston, our Vice President and director is 25 years of age. Mr. Albiston has been employed by Staff Care, a physician placement company, in Salt Lake City, UT during the past year. Mr. Albiston has a Bachelors degree from the University of Utah where he studied and worked in small to large film productions. Mr. Albiston continues to work in graphic, video and film design for Mouse Design, a Utah company owned by Mr. Albiston.
Todd Albiston, our Secretary/Treasurer is 46 years of age. Mr. Albiston has been employed as an account manager for Physician Sales and Service, Inc. for the past year. For the preceeding thirteen years, Mr. Albiston was an account manager for Cardinal Medical Corporation, a medical device company.
Todd Albiston is the father of Derrick Albiston; there are no other family relationships among our directors and executive officers.
Except as indicated below and to the knowledge of management, during the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of our Company:
(1) Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
To our knowledge, since June 30, 2004, all filings required to be made by current members of management or others pursuant to Section 16(a) of the Exchange Act have been duly filed with the Securities and Exchange Commission.
The Company does not have an audit committee or an audit committee financial expert. The Company does not believe, based upon its limited operations, that the failure to have such a committee or expert is material to the financial statements of the Company.
We have adopted a Code of Ethics and have attached a copy as Exhibit 14 to this Report.
The following table sets forth the aggregate compensation paid by the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or other all
principal periods Annual restricted option/ LTIP other
position Ended $ $ Compen- Stock SAR's PayoutsCompen-
Salary Bonus sation awards$ # $ sation$
----------------------------------------------------------------------------
Wayne 6/30/04 0 0 0 0 0 0 0
Bassham 6/30/03 0 0 0 0 0 0 0
President 6/30/02 0 0 0 0 0 0 0
Director
Derrick 6/30/04 0 0 0 0 0 0 0
Albiston 6/30/03 0 0 0 0 0 0 0
V. Pres/Dir 6/30/02 0 0 0 0 0 0 0
Todd Albiston 6/30/04 0 0 0 0 0 0 0
Sec/Tres 6/30/03 0 0 0 0 0 0 0
Director 6/30/02 0 0 0 0 0 0 0
|
No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to our Company's management during the fiscal years ending June 30, 2004, 2003 and 2002, or the period ending on the date of this Annual Report. Further, no member of our Company's management has been granted any option or stock appreciation right; accordingly, no tables relating to such items have been included within this Item.
There are no standard arrangements pursuant to which our Company's directors are compensated for any services provided as director. No additional amounts are payable to our Company's directors for committee participation or special assignments.
There are no arrangements pursuant to which any of our Company's directors was compensated during our Company's last completed calendar year or the previous two calendar years for any service provided as director. See the Summary Compensation Table of this Item.
There are no compensatory plans or arrangements, including payments to be received from our Company, with respect to any person named in the Summary Compensation Table set out above which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person's employment with our Company or its subsidiaries, or any change in control of our Company, or a change in the person's responsibilities following a change in control of our Company.
The following table sets forth the shareholdings of those persons who own more than five percent of our Company's common stock as of June 30, 2004 and 2003, and to the date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 6/30/03 6/30/04 Currently
---------------- -------- -------- --------------
Wayne Bassham -0- -0- 500,000 17.4%
Derrick Albiston -0- -0- 500,000 17.4%
Todd Albiston -0- -0- 500,000 17.4%
Frank Gillen 700,000 51.0% 700,000 51.0% 700,000 24.4%
Steven D. Moulton 250,000 18.2% 250,000 18.2% 250,000 8.7%
TOTALS 950,000 69.2% 950,000 69.2% 2,450,000 85.2%
|
The following table sets forth the share holdings of our Company's directors and executive officers as of June 30, 2004 and 2003, and to the date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 6/30/03 6/30/04 Currently
---------------- -------- -------- --------------
Wayne Bassham -0- -0- 500,000 17.4%
Derrick Albiston -0- -0- 500,000 17.4%
Todd Albiston -0- -0- 500,000 17.4%
TOTALS -0- -0- 1,500,000 52.2%
|
To the knowledge of management, there are no present arrangements or pledges of our Company's securities which may result in a change in control.
There were no material transactions, or series of similar transactions, during our Company's last three calendar years, or any currently proposed transactions, or series of similar transactions, to which our Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any director, executive officer or any security holder who is known to our Company to own of record or beneficially more than five percent of any class of our Company's common stock, or any member of the immediate family of any of the foregoing persons, had an interest.
There were no material transactions, or series of similar transactions, during our Company's last three calendar years, or any currently proposed transactions, or series of similar transactions, to which it or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any director, executive officer or any security holder who is known to our Company to own of record or beneficially more than five percent of any class of its common stock, or any member of the immediate family of any of the foregoing persons, had an interest.
There were no material transactions, or series of similar transactions, during our Company's last three calendar years, or any currently proposed transactions, or series of similar transactions, to which it or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any director, executive officer or any security holder who is known to our Company to own of record or beneficially more than five percent of any class of its common stock, or any member of the immediate family of any of the foregoing persons, had an interest.
There were no material transactions, or series of similar transactions, during our Company's last three calendar years, or any currently proposed transactions, or series of similar transactions, to which it or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any promoter or founder or any member of the immediate family of any of the foregoing persons, had an interest.
8-K Current Report dated September 28, 2004, and filed with the Securities and Exchange Commission on September 29, 2004.
8-K Current Report dated March 5, 2004, and filed with the Securities and Exchange Commission on November 12, 2004.
Exhibit
Exhibits* Number
Number ------
------
(i)
3.1 Articles of Incorporation dated October 22, 1998*
3.2 By-Laws*
14 Code of Conduct
31.1 Certification of Wayne Bassham
31.2 Certification of Todd Albiston
32 906 Certification
|
*Incorporated herein by reference as previously filed with the Securities and Exchange Commission as exhibits to our Form 10-SB.
None.
The following is a summary of the fees billed to Bear Lake Recreation by its principal accountants during the calendar years ended June 30, 2004, and June 30, 2003:
Fee category 2004 2003 ------------ ---- ---- Audit fees $4,493 $ 0 Audit-related fees $ 0 $ 0 Tax fees $ 0 $ 0 All other fees $ 0 $ 0 Total fees $4,493 $ 0 |
Audit fees. Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and the review of financial statements included in our Forms 10-QSB or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit fees."
Tax fees. Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.
All other fees. Consists of fees for products and services provided by our principal accountants, other than the services reported under "Audit fees," "Audit-related fees" and "Tax fees" above.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BEAR LAKE RECREATION, INC.
Date: 11/5/2004 By/s/Wayne Bassham
Wayne Bassham, President and
Director
Date: 11/5/2004 By/s/Derrick Albiston
Derrick Albiston, Vice President and
Director
Date: 11/5/2004 By/s/Todd Albiston
Todd Albiston, Secretary/Treasurer and
Director
|
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
BEAR LAKE RECREATION, INC.
Date: 11/5/2004 By/s/Wayne Bassham
Wayne Bassham, President and
Director
Date: 11/5/2004 By/s/Derrick Albiston
Derrick Albiston, Vice President and
Director
Date: 11/5/2004 By/s/Todd Albiston
Todd Albiston, Secretary/Treasurer and
Director
|
This Code of Conduct (this "Code") is applicable to the (1) President and Chief Executive Officer, (2) Chief Financial Officer, (3) Chief Accounting Officer or Controller and (4) other persons performing similar functions (collectively, the "Covered Executives") of Bear Lake Recreation, Inc. ("Bear Lake"). As used in this Code, "we", "our" or "us" means Bear Lake, and "you" means a Covered Executive. The Covered Executives hold an important and elevated role in corporate governance, and are uniquely positioned and empowered to ensure that Bear Lake's interests are appropriately balanced, protected and preserved. Bear Lake's Board of Directors (the "Board") has adopted this Code to deter wrongdoing and to promote honest and ethical conduct, proper disclosure of financial information in Bear Lake's periodic reports and compliance with applicable laws, rules and regulations by Bear Lake's senior officers who have financial responsibilities.
In performing your duties, we expect you to:
* Conduct yourself honestly and ethically, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
* Refrain from using your position for personal gain or competing directly or indirectly with Bear Lake.
* Provide, or cause to be provided, full, fair, accurate, timely and understandable disclosures in (i) reports and documents that we file with the Securities and Exchange Commission (the "SEC") and (ii) in other public communications made by us.
* Comply, and encourage others reporting to you to comply, in all material respects to all applicable rules and regulations of federal, state and local governments, the SEC and other appropriate private and public regulatory agencies.
* Comply, and encourage others reporting to you to comply, with this Code and all other codes of business conduct or ethics adopted by us from time to time.
1 This Code is specifically intended to meet the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 (including any amendments).
The Board will have the sole and absolute discretionary authority to approve any changes to this Code and any waivers from this Code. Any waiver from this Code, including an implicit waiver, for a Covered Executive will be promptly disclosed on a Form 8-K or any other means approved by the SEC. Such disclosure will include the nature of the waiver, the name of the Covered Executive to whom the Board granted the waiver and the date of the waiver. Any change to this Code will be promptly disclosed as required by law or regulation of the SEC.
Procedures for Raising Concerns. You are expected to comply with this Code and to report any possible violation of this Code, so that it can be investigated and evaluated. Concerns may be presented in person or in writing to a member of the Board. Concerns may be reported on a confidential and anonymous basis. Written concerns should be addressed a member of the Board at Bear Lake Recreation, Inc., Attention: Board of Directors, 4685 S. Highland Drive #202, Salt Lake City, Utah 84117
Procedures for Investigating and Resolving Concerns. Reports of possible violations will be forwarded to a member of the Board, who may, in their discretion, assume responsibility for evaluating any possible violation and directing or conducting any investigation or may delegate any portion of such responsibility to a committee of the Board or another person or entity. The Board will have the authority to engage independent counsel and other advisers, as it deems necessary, to assist in its investigation and decision process.
After conducting the investigation, the results will be evaluated and the Board will authorize such response, follow-up and preventive actions, if any, as are deemed necessary and appropriate to address the substance of the reported possible violation. We reserve the right to take whatever action it believes appropriate, up to and including discharge of any Covered Executive determined to have engaged in improper conduct.
We will not penalize or retaliate against any person or entity for reporting a possible violation in good faith. We will not tolerate retaliation against any person or entity for submitting, or for cooperating in the investigation of, a possible violation. Any retaliation will warrant disciplinary action against the person who wrongfully retaliates, up to and including termination of employment.
Exhibit 31.1
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wayne Bassham, President of Bear Lake Recreation, Inc. (the "small business issuer"), certify that:
1. I have reviewed this Annual Report on Form 10-KSB of the small business issuer;
2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this Annual Report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Annual Report is being prepared;
b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this Annual Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
c) disclosed in this Annual Report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions);
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: 11/5/2004 Signature:/s/Wayne Bassham
---------- ----------------------
Wayne Bassham
President
|
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Todd Albiston, Secretary/Treasurer of Bear Lake Recreation, Inc. (the "small business issuer"), certify that:
1. I have reviewed this Annual Report on Form 10-KSB of the small business issuer;
2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this Annual Report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Annual Report is being prepared;
b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this Annual Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
c) disclosed in this Annual Report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions);
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: 11/5/2004 Signature:/s/Todd Albiston
---------- ----------------------
Todd Albiston
Secretary/Treasurer
|
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Bear Lake Recreation, Inc. (the "Registrant") on Form 10-KSB for the year ending June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), we, Wayne Bassham, President and Todd Albiston, Secretary/Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.
Dated: 11/5/2004 /s/Wayne Bassham
---------- -------------------------
Wayne Bassham
President and Director
Dated: 11/5/2004 /s/Todd Albiston
---------- -------------------------
Todd Albiston
Secretary and Treasurer
|