10QSB 1 boomers10qsbnov30currentdraf.htm FORM 10-QSB

As filed with the Securities and Exchange Commission on January 13, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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 November 30, 2005

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

For the transition period from __________ to ______________

Commission File Number 333-118138

BOOMERS’ CULTURAL DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0428608
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

1453 Johnston Road, #71524, White Rock, British Columbia, Canada V5J 2G8

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (604) 592-3577

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No _X_

Number of shares outstanding of the registrant’s class of common stock as of January 7, 2006: 45,500,000

Authorized share capital of the registrant: 75,000,000 common shares , par value of $0.001

The Company recorded $nil revenue for the quarter ended November 30, 2005.

FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (COLLECTIVELY, “FORWARD-LOOKING STATEMENTS”). FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS – INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY REPORT ON FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL OR THEY MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Page Number

Balance Sheets

F-2

Statements of Operations

F-3

Statements of Cash Flows

F-4

Statement of Stockholder’s Equity

F-5

Notes to the Financial Statements

F-6 to F-8

BOOMERS’ CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)

THIRD QUARTER FINANCIAL STATEMENTS

NOVEMBER 30, 2005

(Unaudited)

(Stated in U.S. Dollars)

F-1

BOOMERS’ CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)

BALANCE SHEET

(Stated in U.S. Dollars)

	NOVEMBER 30		FEBRUARY 28
	2005		2005
	(Unaudited)		(Audited)

ASSETS

Current
Cash and cash equivalent	$	816	$	61,722

Capital Assets, net of amortization		4,135		1,323
Website Development Costs, net of amortization		1,800		2,800

	$	6,751	$	65,845

LIABILITIES

Current
Accounts payable and accrued liabilities	$	2,901	$	3,278

STOCKHOLDERS’ EQUITY

Capital Stock
Authorized:
75,000,000 common shares, par value $0.001 per share

Issued and outstanding:
45,500,000 common shares		45,500		45,500

Additional paid-in capital		40,500		40,500

Deficit Accumulated During the Development Stage		(82,150)		(23,433)
		3,850		62,567

	$	6,751	$	65,845

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

F-2

BOOMERS’ CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

			Three months ended November 30						Nine months ended November 30									Cumulative period from inception on
																			February 5, 2004 to
	2005				2004					2005				2004						November 30, 2005

Revenue	$	-		$		-	$			-	$		-			$			-

Expenses
Organizational costs	$	-		$		-		$		-		$			309		$				1,034
Professional fees		1,074				4,598				27,619					9,598						41,624
Office and administration		2,985				195				6,255					518						9,338
Marketing		10,335				-				23,027					-						27,027
Amortization		622				-				1,817					-						3,127
		15,016				4,793				58,718					10,425						82,150

Net Loss for the Period		(15,016)				(4,793)				(58,718)					(10,425)						(82,150)


Basic and Diluted Loss per Share	$	(0.00)		$		(0.00)		$		(0.00)		$			(0.00)

Weighted Average Number of Shares Outstanding		45,500,000				39,000,000				45,500,000					39,000,000

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

F-3

BOOMERS’ CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

			Three months ended November 30					Nine months ended November 30					Cumulative period from inception on
														February 5, 2004 to
	2005				2004			2005			2004				November 30, 2005

Cash Flows from Operation Activity
Net Loss for the Period	$	(15,016)		$		(4,793)	$	(58,718)	$	(10,425)		$		(82,150)

Adjustments to reconcile net loss to net cash used in operating activities
Decrease (increase) in prepaid expenses		-				-		-		(143)				-
Amortization		622				-		1,817		-				3,127
Increase (decrease) in accounts payable		(2,552)				1,933		(376)		208				2,901
		(16,946)				(2,860)		(57,277)		(10,360)				(76,122)

Cash Flows from Investing Activity
Additions to capital assets		-				(1,433)		(3,629)		(1,433)				(5,062)
Additions to intangibles		-				-		-		-				(4,000)

		-				(1,433)		(3,629)		(1,433)				(9,062)


Cash Flows from Financing Activity
Issuance of common shares		-				-		-		-				86,000



Increase (Decrease) in Cash During the Period		(16,946)				(4,293)		(60,906)		(11,793)				816

Cash, Beginning of Period		17,762				13,489		61,722		20,989				-


Cash, End of Period	$	816		$		9,196	$	816	$	9,196		$		816

Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	-		$		-	$	-	$	-		$		-
Income taxes	$	-		$		-	$	-	$	-		$		-

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

F-4

BOOMERS’ CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY

PERIOD FROM INCEPTION, FEBRUARY 5, 2004, TO NOVEMBER 30, 2005

(Unaudited)

(Stated in U.S. Dollars)

						DEFICIT
	CAPITAL STOCK					ACCUMULATED
	NUMBER			ADDITIONAL		DURING THE
	OF			PAID-IN		DEVELOPMENT
	SHARES	AMOUNT		CAPITAL		STAGE		TOTAL

Inception, February 5, 2004	-	$	-	$	-	$	-	$	-

February 12, 2004 – Shares issued for cash at $0.001	20,000,000		20,000		(18,000)		-		2,000
February 27, 2004 – Shares issued for cash at $0.01	19,000,000		19,000		-		-		19,000
Net loss for the period	-		-		-		(2,236)		(2,236)

Balance, February 29, 2004	39,000,000		39,000		(18,000)		(2,236)		18,764

December 2004 - Shares issued for cash at $0.10	6,500,000		6,500		58,500		-		65,000
Net loss for the year	-		-		-		(21,197)		(21,197)

Balance, February 28, 2005	45,500,000		45,500		40,500		(23,433)		62,567

Net loss for the period	-		-		-		(58,718)		(58,718)

Balance, November 30, 2005	45,500,000	$	45,500	$	40,500	$	(82,150)	$	3,850

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

F-5

BOOMERS’ CULTURAL DEVELOPMENT, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2005

(Unaudited)

(Stated in U.S. Dollars)

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.

NATURE AND CONTINUANCE OF OPERATIONS

Organization

The Company was incorporated in the State of Nevada, United States of America, on February 5, 2004.

On August 12, 2005, the Board of Directors authorized a 10 for 1 stock split of the Company’s $0.001 par value common stock. As a result of the split, 40,950,000 additional shares were issued and additional paid-in capital was reduced by $40,950. All references in the accompanying financial statements to the number of common shares and per share amounts have been restated to reflect the stock split.

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.

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 $82,150 for the period from inception, February 5, 2004, to November 30, 2005, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its services as a provider of personally guided tours for visitors. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

F-6

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:

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 November 30, 2005, the Company had no cash equivalents.

Organizational and Start-Up Costs

Costs of start-up activities, including organizational costs, are expensed as incurred.

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.

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.

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.

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.

F-7

SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 November 30, 2005, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

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.

New Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.

F-8

Item 2. Management’s Plan of Operation

Boomers’ Cultural Development, Inc. was incorporated under the laws of the state of Nevada on February 5, 2004. Our Company’s fiscal year end is February 28.

Our Form SB-2 registration statement was declared effective in our last fiscal year, and in December 2004, we completed the maximum offering of 650,000 common shares at a price of $0.10 per share. On July 7, 2005, we obtained regulatory approval to post our common shares for trading on the OTC Bulletin Board under the trading symbol “BCDI”. On September 12, 2005 we affected a 10 for 1 forward split on our outstanding common shares. Common stockholders of record on September 9, 2005 were given 9 additional common shares for each common share held. As a result, there were 45,500,000 common shares outstanding subsequent to the forward split.

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 have we been involved in any mergers, acquisitions or consolidations.

Our business plan is currently on hold due to a lack of cash resources. We had been planning to develop a company that will provide personally guided tours, focusing on “Baby Boomers”, for visitors to the Pacific Northwest, and then market these tours for the national and international retail travel industry. We were also attempting to establish 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.

Should we be successful in raising additional financing, and there is no assurance that we will be successful, is to offer a layered market-oriented client application and a database of visitor information regarding cultural activities providing multiple destination choices for the tourist. We hope to develop a number of revenue streams from these services. Ultimately, our primary revenues will be generated from creating and selling custom package tours. We are also planning to earn secondary revenues by directing our clients to use the services of other providers, thus receiving commissions for bookings that are made from referrals.

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 immediate plan of operation is to identify and obtain financing to survive. As of November 30, 2005, our working capital balance is a negative balance of $(2,085), which means our liabilities exceed our cash resources and ability to pay by that amount. Our ongoing survival is wholly dependent on funding from our officers and directors, and 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. We have already reduced operations, and in conjunction with our financing activities, we are also actively seeking viable merger/business partners as an alternative to liquidation.

We commenced this quarter with approximately $7,000 in net cash or working capital. We used these resources to pay for our outstanding trade payables and to meet our corporate statutory requirements. In addition to the above noted costs, our officers and directors provided all of their labor at no charge.

Our ability to succeed is uncertain. We currently have no operating history upon which to base our growth projections. If we are successful in raising additioanal fiunancing, our growth may place a significant strain on our managerial, financial, and operational resources. If we are late in raising needed capital there is a strong liklihood we will miss the 2006 travel booking period. Failure to manage our growth effectively could harm our ability to generate revenues, which could impair our ability to compete, market, and promote our services.

Expenditures

We have no available cash to conduct our planned operations. Our President has recently lent our company $5,000 in Canadian Funds to maintain our statutory corporate and reporting requirements over the next quarter.

Our ability to satisfy cash requirements thereafter, is dependent on our ability to attract new equity or debt financing on suitable terms, or attract a merger or business partner.

Management Discussion and Analysis

At November 30, 2005, we had negative working capital of $(2,085), compared to working capital of $58,444 at February 28, 2005. At November 30, 2005, our total assets were $6,751, which included cash of $816, capital assets of $4,135, and net capitalized website costs of $1,800. This compares with total assets at February 28, 2005 of $65,845, which included $61,722 of cash.

At November 30, 2005, our total current liabilities, all accounts payable, decreased to $2,901 from $3,278 at February 28, 2005.

We have not had revenues from inception. Our business plan and limited operations are on hold due to a lack of cash and our negative working capital balance. Our survival is dependent on funding from sales of securities and, as necessary, or from shareholder loans. Our President has recently lent our company CDN$5,000 to maintain our statutory corporate and reporting requirements. We are actively seeking additional financing and/or new business partners to ensure our survival. There is no assurance that we will be successful in raising the required amount, or on terms acceptable to our company.

We do not anticipate conducting any research and development directly, or hiring additional 4employees in the next 12 months.

Results of Operations

Our company posted losses of $15,016 for the three months ended November 30, 2005, compared to $4,793 for the three months in the comparable period in 2004. The principal component of these losses for the three months ended November 30, 2005 were professional fees of $1,074 for our statutory filings (2004 - $459), office and administrative expenses of $2,985 (2004 - $19), marketing development costs of $10,335 and amortization of our website costs of $622 (2004 - $nil).

For the six months ended November 30, 2005 we incurred losses of $58,718, versus $10,425 for the comparable period. The principal component of these losses were professional fees of $27,619 (2004 - $9,598), office and administrative expenses of $6,255 (2004 - $518), marketing development costs of $23,027 and amortization of our website costs of $1,817 (2004 - $nil).

From inception to November 30, 2005 we have incurred losses of $82,150. We have utilized all of our cash resources for our operations to date and currently have no further resources to continue our operations.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls

and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM. 5.

OTHER INFORMATION

On December 14, 2005, Mr. Ellsworth our President & CEO, loaned our company $5,000 Canadian dollars (approximately $4,300) for working capital purposes. The loan is unsecured, has no stated repayment terms, and bears no interest.

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

None.

(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included herein or incorporated by reference.

Exhibit

Number

Description

3.1

Articles of Incorporation*

3.2

By-laws*

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 SB2 Registration Statement Amendment No. 2, File Number 333-118138.

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 13^th day of January, 2006.

Boomers’ Cultural Development, Inc.

Date: January 13, 2006

By: /s/ Bruce Ellsworth

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

Bruce Ellsworth

President/CEO

By: /s/ Lorena Jensen

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

Lorena Jensen

Chief Financial Officer