0001422085-09-000004.txt : 20090629 0001422085-09-000004.hdr.sgml : 20090629 20090629141720 ACCESSION NUMBER: 0001422085-09-000004 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090629 DATE AS OF CHANGE: 20090629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCM RESOURCES Corp CENTRAL INDEX KEY: 0001422085 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53001 FILM NUMBER: 09915410 BUSINESS ADDRESS: STREET 1: #550 - 1040 WEST GEORGIA ST STREET 2: BOX 79 CITY: VANCOUVER STATE: A1 ZIP: V6E 4H1 BUSINESS PHONE: 604-646-0144 EXT 223 MAIL ADDRESS: STREET 1: #550 - 1040 WEST GEORGIA ST STREET 2: BOX 79 CITY: VANCOUVER STATE: A1 ZIP: V6E 4H1 FORMER COMPANY: FORMER CONFORMED NAME: BCM RESOURCES CORP DATE OF NAME CHANGE: 20071226 6-K 1 bcm6kjun09.htm REPORT OF FOREIGN ISSUER FOR MONTH OF JUNE 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2009 Commission File Number 000 -53001

BCM Resources Corporation

(Translation of Registrant's Name into English) #550 – 1040 West Georgia Street, Vancouver BC, A1 V6E 4H1

(Address of Principal Executive Office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F....X.... Form 40-F........

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes........ No....X....

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on it as behalf by the undersigned, thereunto duly authorized.

Date: June 26, 2009 BCM Resources Corporation

By signed: “Dale McClanaghan” Name: Dale McClanaghan Title: President & CEO

Item 9.01 Exhibits

The following is the Exhibit Index for this Form 6-K:

Exhibit Index

Exhibit Description

1 BCM Resources Corporation Unaudited Quarterly Financial Statements for the period ended May 31, 2009 2 MD&A Quarterly financial period ended May 31, 2009 3 CFO Certification of Interim Filings June 26, 2009 4 CEO Certification of Interim Filings, June 26, 2009 5 News Release June 26, 2009 BCM Announces New Director

EX-1 2 exhibit99-1.htm UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 31, 2009

BCM RESOURCES CORPORATION

Interim Financial Statements Expressed in Canadian Dollars

Nine Months Ended May 31, 2009 & Year Ended August 31, 2008

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The Company’s independent auditor has not performed a review of these financials statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

See notes to financial statements. 1

BCM RESOURCES CORP.

Balance Sheets

(Stated in Canadian dollars)

August 31,
May 31, 2009		2008
(Unaudited)		(Audited)
Assets
Current
Cash	$ 15,839	$ 46,951
Term deposit	263,124	19,329
Amounts receivable	7,132	74,174
Tax credits receivable	-	389,591
Prepaid expenses	10,237	12,552
	296,332	542,597
Equipment (note 7)	15,098	18,231
Unproven mineral rights (note 4)	4,471,429	4,382,878
	$ 4,782,859	$ 4,943,706
Liabilities
Current
Accounts payable and accrued liabilities	$ 6,327	$ 18,366
	6,327	21,446
Shareholders’ Equity
Share capital (note 8)	5,224,186	5,174,186
Contributed surplus (note 8a)	672,304	672,304
Deficit	(1,119,958)	(924,230)
	4,776,532	4,922,260
	$ 4,782,859	$ 4,943,706

Approved by:
“Scott Steeds”	, Director	"Dale McClanaghan"	, Director
Scott Steeds		Dale McClanaghan

BCM RESOURCES CORP.

Statements of Operations and Deficit (Stated in Canadian dollars) (Unaudited)

Three Month Period Ended May 31, 2009				Three Month Period Ended May 31, 2008		Nine Month Period Ended May 31, 2009		Nine Month Period Ended May 31, 2008
Expenses Amortization Bank charges and interest, net Consulting fees Filing and transfer agent fees Salary expense Office, telephone and miscellaneous Professional fees Travel, promotion and entertainment		1,044 144 15,000 11,930 17,305 13,203 2,671 7,211 -		2,740 654 15,000 2,985 21,844 13,616 (694) 10,642 -		3,133 837 45,000 19,150 51,831 33,573 14,671 37,249 -		8,219 1,643 52,654 2,930 60,762 35,344 20,626 40,512 -
Net loss before other items Future income tax recovery Interest income		68,508 -(81)		66,787 -(8)		205,444 -(9,716)		222,690 -(21,044)
Net loss for the period		68,427		66,779		195,728		201,646
0eficit, beginning of period		1,051,531		1,247,641		924,230		1,112,774
Deficit, end of period	$	1,119,958	$	1,314,420	$	1,119,958	$	1,314,420
Loss per share		$0.01		$0.01		$0.02		$0.02
Weighted Average Number of Common Shares Outstanding		12,175,511		13,009,241		12,175,511		13,009,241

BCM RESOURCES CORP.

Statements of Cash Flows

(Stated in Canadian dollars) (Unaudited)

Three Month Period Ended May 31, 2009				Three Month Period Ended May 31, 2008		Nine Month Period Ended May 31, 2009		Nine Month Period Ended May 31, 2008
Operating Activities Net income (loss) for the period Items not affecting cash Amortization	$	(68,427) 1,044	$	(66,779) 2,740	$	(195,728) 3,133	$	(201,646) 8,219
Changes in non-cash working capital items: GST receivable Income taxes receivable Prepaid expenses Accounts payable and accrued liabilities		(1,820) --233		(2,447) (389,591) -(878)		67,042 389,591 2,315 (14,973)		104,037 (389,591) -(81,821)
Cash used in operating activities		(68,970)		(456,955)		251,380		(560,802)
Investing Activity Resource Property costs Capital assets Short-term investments Cash used in Investing Activity		(7,823) -49,948 42,125		350,725 --350,725		(38,551) -(243,795) (282,346)		(868,880) (1,757) 1,257,541 386,904
Financing Activities Issuance of common shares, net of costs Due to related party		-26		--		-(146)		39,225 172
Cash provided by financing activities		26		-		(146)		39,397
Increase (decrease) in cash during the period		(26,819)		(106,230)		(31,112)		(134,501)
Cash, beginning of the period		42,658		178,108		46,951		206,379
Cash, end of the period	$	15,839	$	71,878	$	15,839	$	71,878
Supplemental cash flow information Cash paid for: Cash paid for: interest Shares issued for mineral property	$ $	--	$ $	--	$ $	-50,000	$ $	--

BCM RESOURCES CORP.

Notes to the Financial Statements May 31, 2009 and August 31, 2008

(Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated on February 15, 2005 under the Canada Business Corporations Act as 716576 B.C. Ltd. and changed its name to BC Moly Ltd. on June 15, 2005 and then to BCM Resources Corporation on February 16, 2006. The Company business activity is the exploration of mineral rights located in British Columbia, Canada. The Company has incurred losses since inception and at May 31, 2009 has an accumulated operating deficit of $1,119,958 (2008 -$924,230). The Company does not generate cash flows from operations to fund its exploration activities and as a result has relied principally upon the issuance of equity securities for financing. The Company intends to continue relying upon the issuance of these securities to finance its operations and exploration activities to the extent such instruments are issuable under terms acceptable to the Company. The Company’s financial statements are presented on a going concern basis, which assumes that the Company will continue to realiz e its assets and discharge its liabilities in the normal course of operations. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) and include the assets, liabilities and operations of the Company. These interim financial statements do not contain all the information required by general accepted accounting principles for annual financial statements and, therefore, should be read in conjunction with the annual financial statements of the Company for the year ended August 31, 2008. The accounting policies and methods of application used in the preparation of these interim unaudited financial statements are consistent with those used in the Company’s most recent audited financial statements except for the changes in accounting policies disclosed in note 3.

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses incurred during the periods. Actual results could differ from those estimated.

Unproven mineral rights

The cost of unproven mineral rights and their related direct exploration costs are deferred until the properties are placed into production, sold or abandoned. These deferred costs will be amortized on the unit-of-production basis over the estimated useful life of the properties following the commencement of production, or written-off if the properties are sold, allowed to lapse or abandoned.

BCM RESOURCES CORP.

Notes to the Financial Statements May 31, 2009 and August 31, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Unproven mineral rights (continued)

Cost includes any cash consideration and the fair market value of any shares issued on the acquisition of mineral right interests. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when the payments are made. The recorded amounts of property acquisition costs and their related deferred exploration costs represent actual expenditures incurred and are not intended to reflect present or future values.

The Company reviews capitalized costs on its mineral rights on a periodic basis and will recognize impairment in value based upon current exploration results and upon management’s assessment of the future probability of profitable revenues from the property or from the sale of the property. Management’s assessment of the property’s estimated current fair market value is also based upon a review of other property transactions that have occurred in the same geographic area as that of the property under review. Administrative costs are expensed as incurred.

Fair value of financial instruments

The Company’s financial instruments consist of current assets and current liabilities the fair values of which approximate their carrying amounts due to the short-term nature of these instruments.

Share capital

Share capital issued for non-monetary consideration is recorded at their fair market value based on their trading price on the TSX Venture Exchange on the date the agreement to issue the shares was entered into as determined by the Board of Directors of the Company.

Costs incurred to issue shares are deducted from share capital.

Basis of amortization

Equipment is recorded and amortized on a declining-balance basis at an annual rate of 45% for computer equipment, 100% for software and 20% for office furniture.

Flow-through shares

The Company may issue securities referred to as flow-through shares, whereby the investor may claim the tax deductions arising from the expenditure of the proceeds. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective corporate tax rate), and share capital is reduced. Previously unrecognized tax assets may then offset or eliminate the liability recorded.

BCM RESOURCES CORP.

Notes to the Financial Statements May 31, 2009 and August 31, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based compensation

The Company records compensation expense for stock options granted at the time of their vesting using the fair value method which requires that all stock option-based awards made to consultants and employees be recognized in these financial statements.

Consideration received on the exercise of stock options and compensation options and warrants is recorded as share capital. The related contributed surplus originally recognized when the options were granted, is transferred to share capital.

Future income taxes

The Company accounts for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized. Such an allowance has been applied to all potential income tax assets of the Company

Environmental expenditures

The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for site restoration costs. The overall future impact of such regulations is neither determinable nor predicable at the present time. The Company’s policy is to meet or, if possible, surpass environmental standards set by relevant legislation by the application of technically proven and economically feasible measures.

Expenditures that relate to ongoing environmental and reclamation programs are charged against operations as incurred or capitalized and amortized depending on their expected future economic benefit. Estimated future removal and site restoration costs will be recognized when the ultimate liability is reasonably determinable, and will be charged against operations over the estimated remaining life of the related business operations, net of expected recoveries.

Loss per common share

Loss per share is calculated based on the weighted average number of common shares issued and outstanding during the year. The company follows the treasury stock method in the calculation of diluted earnings per share for the current year. Under this method, the weighted average number of common shares included the potential net issuance of common share of “inthe-money” options and warrants assuming the proceeds are used to repurchase common shares at the average market price during the period, if dilutive. The effect of potential issuances of shares under options and warrants would be anti-dilutive if a loss is reported and, therefore basic and diluted loss per share is same for the previous years.

BCM RESOURCES CORP.

Notes to the Financial Statements May 31, 2009 and August 31, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting policies not yet adopted

The following pronouncements recently issued by the CICA will likely impact the Company’s future accounting policies:

(i): CICA Handbook Section 1535 – Capital Disclosures This standard requires disclosure of an entity’s objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any capital requirements and, if it has not complied, the consequences of such noncompliance. This standard is effective for the Company for interim and annual periods relating to fiscal years beginning on or after January 1, 2008. The Company is currently evaluating the effects of adopting this standard.
(ii): Financial Instruments – Disclosure (Section 3862) and Presentation (Section 3863) These standards replace CICA 3861, Financial Instruments – Disclosure and Presentation. They increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for an entity’s financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entity’s key management personnel. This standard is effective for the Company for interim and annual periods beginning on or after January 1, 2008. The Company expects that its disclosures will be expanded to incorporate the additional requirements.

(iii) International Financial Reporting Standards (“IFRS”)

In February 2008 the Canadian Accounting Standards Board announced 2011 as the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own generally accepted accounting principles. The specific implementation is set for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

BCM RESOURCES CORP.

Notes to the Financial Statements May 31, 2009 and August 31, 2008

(Unaudited)

3. CHANGES IN ACCOUNTING POLICIES

Effective August 1, 2007, the Company prospectively adopted the following new accounting standards and related amendments to other standards on financial instruments issued by the CICA. Accordingly, prior periods have not been restated.

Financial Instruments – Recognition and Measurement, Section 3855 and Financial Instruments – Disclosure and Presentation, Section 3861

These standards require all financial instruments to be classified into one of the following five categories: held for trading, held-to-maturity investments, loans and receivables, available-forsale financial assets or other financial liabilities. All financial instruments within its scope, including derivatives, are to be included on the Company’s balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or amortized cost. Depending on the classification, changes in fair value are to be recognized in the statements of operations and comprehensive income.

All held-for-trading and available-for-sale financial instruments are recorded on the balance sheet at fair value. All other financial instruments will be recorded at cost or amortized cost, subject to impairment reviews. Transaction costs incurred to acquire held-for-trading financial instruments are recorded to the Consolidated Statements of Loss. Transaction costs incurred to acquire all other financial instruments are included in the underlying balance.

The Company’s financial instruments include cash, term deposit, receivables, accounts payables and accrued liabilities, and amounts due to related parties. Cash and cash equivalents are designated as held-for-trading. All other financial instruments are either loans and receivables, or other financial liabilities and are recorded at cost. The fair value of these financial instruments approximates their carrying value due to their short term nature and capacity of prompt liquidation. Therefore, the adoption of Section 3855 and 3861 had no impact on the Company’s financial statements.

Hedges, Section 3865

This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes. The Company currently does not have any hedges.

Comprehensive Income, Section 1530

This standard requires the presentation of a statement of comprehensive income and its components. Comprehensive income is the change in net assets that results from transactions, events and circumstances from sources other than shareholders and includes items such as unrealized gains or losses on available-for-sale investments. Accumulated other comprehensive income includes the holding gains and losses from available-for-sale securities which are not included in net income (loss) until realized. The adoption of Section 1530 had no material impact on the Company’s financial statements.

BCM RESOURCES CORP.

Notes to the Financial Statements May 31, 2009 and August 31, 2008

(Unaudited)

UNPROVEN MINERAL RIGHTS
Terrace, British Columbia, Canada
August 31, 2008		Additions	May 31, 2009
Acquisition costs Assay Camp and miscellaneous Drilling Geological Mapping Survey Travel, helicopter and accommodation Mineral exploration tax credit claim	$ 169,506 102,036 238,603 2,077,524 1,157,346 101,870 180,906 744,678 (389,591)	$ 50,000 7,438 3,832 10,251 27,210 2,588 -17,713 (30,481)	$ 219,506 109,474 242,435 2,087,775 1,184,556 104,458 180,906 762,391 (420,072)
Balance, end of year	$ 4,382,878	$ 88,551	$ 4,471,429

The Company has an option agreement to earn a 100% interest in 10 mineral rights subject to a 1.5% net smelter return, of which, 0.75% can be acquired for $750,000 by paying $90,000 ($65,000 paid) and issuing 350,000 common shares (250,000 issued). The Company has also agreed to maintain the rights in good standing for a minimum of two years, at an estimated cost of $4,000.

5. RELATED PARTY TRANSACTIONS

All transactions with related parties have occurred in the normal course of operations and management represents that they have occurred on a basis consistent with those involving unrelated parties, and accordingly that they are measured at fair value.

a) During the nine months ended May 31, 2009, the President charged the Company $45,000 in salary expense (2008 -$45,000). At May 31, 2009 the Company owes $nil (2008 -$2,909).

b) During the nine months ended May 31, 2009, a Director charged the Company $45,000 in consulting fees (2008 -$45,000). At May 31, 2009 the Company owes $nil (2008 -$nil).

	BCM RESOURCES CORP. Notes to the Financial Statements May 31, 2009 and August 31, 2008 (Unaudited)
6. EQUIPMENT
	May 31, 2009 Cost Accumulated Amortization		Net	August 31, 2008 Net
Computer equipment Software Office furniture	$ 4,796 $ 3,390 11,530 11,530 24,706 11,014	$	1,406 -13,692	$ 2,122 -16,109

$ 41,032 $ 25,934 $ 15,098 $ 18,231

7. SHARE CAPITAL

a)The authorized share capital of the Company consists of an unlimited number of common shares.

Issued: Number of Contributed Shares Amount Surplus

Balance, August 31, 2007 12,000,511 5,601,686 672,304

Mineral property acquisition 75,000 37,500 Flow-through renounced -(465,000)

Balance, August 31, 2008 12,075,511 $ 5,174,186 $ 672,304 Mineral property acquisition 100,000 50,000

Balance, May 31, 2009 12,175,511 $ 5,224,186 $ 672,304

During the nine months ending May 31, 2009:

On October 9, 2008 the Company issued 100,000 common shares pursuant to the mineral property option agreement. The shares are valued at $0.50 each.

b) Stock-based compensation and share purchase options

The Company recorded stock-based compensation for the nine months ending May 31, 2009 of $nil (2008 -$nil).

The fair values of stock-based compensation and share issue costs are estimated using the Black-Scholes Option Pricing Model based on the following assumptions: a risk-free interest rate of 3.9% to 4%; an expected life of 1 to 5 years; an expected volatility of 87% to 92%; and no expectation for the payment of dividends.

BCM RESOURCES CORP.

Notes to the Financial Statements May 31, 2009 and August 31, 2008

(Unaudited)

8. SHARE CAPITAL (continued)

b) Stock-based compensation and share purchase options (continued)

Option pricing models require the input of highly-subjective assumptions, particularly as to the expected price volatility of the stock and the expected life of the option. Changes in these assumptions can materially affect the fair value estimate and therefore it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s stock option grants and warrant issuances.

The continuity of share purchase options is as follows:

May 31, 2009 August 31, 2008 Number of Weighted Number of Weighted Shares Price $ Shares Price $

Opening balance 1,035,000 0.85 1,035,000 0.85 Granted ---Exercised/cancelled 250,000 --

Balance of options 785,000 0.85 1,035,000 0.85

Weighted remaining life in years 2.57 3.32

c) Share purchase warrants

The continuity of share purchase warrants is as follows:

May 31, 2009 Weighted Shares Price $						August 31, 2008 Number of Weighted Shares Price $
Opening balance Granted Exercised Expired Balance of warrants		----	-	----	-	2,170,490 --(2,170,490) -	0.90 --(0.90) -
Remaining life in years	0.00					0.00

9. SUBSEQUENT EVENTS None

EX-2 3 exhibit99-2.htm M D & A FOR THE INTERIM PERIOD ENDED MAY 31, 2009

BCM RESOURCES CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS For the Nine Months Ended May 31, 2009

The following is a discussion and analysis of the consolidated financial condition and operating results of BCM Resources Corporation (the “Company”) for the nine months ended May 31, 2009. The discussion should be read in conjunction with the unaudited interim financial statements of the Company and the notes thereto for the nine months ended May 31, 2009 and the audited consolidated financial statements for the period ended August 31, 2008. The unaudited interim financial statements are prepared under Canadian generally accepted accounting principles and include the operating results of the Company and its subsidiaries. Unless expressly stated otherwise, all financial information is presented in Canadian dollars.

OVERVIEW

The Company is in the business of acquiring, exploring and evaluating mineral resource properties. At present, the Company is in the exploration stage and has interests in resource properties located in the Skeena and Omineca Mining Divisions in British Columbia. The Company has not yet had any revenue from the exploration activities on its properties, nor has the Company yet found that development activity is warranted on any of its properties. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

The Company has an option to acquire 10 mineral claims pursuant to an agreement dated June 15, 2005 and amended by agreement dated May 29, 2006 with Nicholas Carter (“Carter Property Agreement”). As consideration the Company agreed to deliver to Carter the payments, shares and royalties as set out in the financial statements.

Subsequently the company acquired additional mineral claims adjacent to existing properties and more than doubled its holdings in the area of the Shan property. Additional mineral claims with an area of 4,572 hectares (11,300 acres), adjacent to its Shan Molybdenum discovery, were staked and increased the total area of BCM’s 100% owned claims in the Shan region to 7,604 hectares (18,790 acres). The Shan properties are referred to as Shan South, Shan North and the McRae block.

ACTIVITIES OF THE COMPANY

The Company concentrated its efforts in 2008 on exploration for molybdenum in the Terrace area of northern British Columbia. The Shan Property 24 kilometres north east of Terrace has received substantial attention in the current fiscal year.

In the most recent quarter management has been planning the summer field program which will include surface sampling work on the Lorne claims.

SELECTED ANNUAL INFORMATION

The following selected financial information is derived from the audited financial statements and

notes thereto. The information has been prepared in accordance with Canadian GAAP.

	Audited Results for the Year ended August 31, 2006	Audited Results for the Year ended August 31, 2007	Audited for the Year ended August 31, 2008
Total revenue	Nil	Nil	Nil
Earnings (loss) before extraordinary items(1)
Total	(165,317)	(1,112,774)	(924,230)
Per Share (1)	(0.06)	(0.11)	0.02
Total assets	549,375	5,250,089	4,943,706
Total long-term debt	Nil	Nil	Nil
Total shareholders’ equity (deficiency)	176,182	5,161,216	4,922,260
Capital Stock	341,499	5,601,686	5,174,186
Net earnings (loss) for the period
Total	(145,778)	(947,457)	188,544
Per Share	(0.06)	(0.11)	0.02

(1) The effect of potential share issuances pursuant to the exercise of options and warrants would be antidilutive and, therefore, basic and diluted losses per share are the same.

RESULTS OF OPERATIONS

For the nine months ended May 31, 2009, total revenues were nil. Total expenses were $68,427 for the nine months ended May 31, 2009. This compares with total expenses of $195,728 for the nine months ended May 31, 2008.

SELECTED QUARTERLY FINANCIAL INFORMATION

A summary of the nine most recent quarters is as follows:

	Quarter ended May. 31, 2007	Quarter ended Aug. 31, 2007	Quarter ended Nov. 30, 2007	Quarter ended Feb. 28, 2008	Quarter ended May 31, 2008	Quarter ended Aug 31, 2008	Quarter ended Nov. 30, 2008	Quarter ended Feb. 28, 2009	Quarter ended May 31, 2009
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net income (loss)	(545,426)	123,304	(40,156)	(94,711)	(66,779)	$390,190	(47,733)	(79,568)	(68,427)
Income (loss) per share	(0.04)	0.01	(0.00)	($0.01)	($0.01)	$0.02	(0.004)	(0.01)	(0.01)

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2009 the Company had a working capital surplus of $290,005 ($521,151 surplus at August 31, 2008). The Company’s current assets at May 31, 2009 include $15,839 in cash ($46,951 – August 31, 2008), $7,132 in GST receivable ($74,174 – August 31, 2008), $nil in tax credits receivable ($389,591 – August 31, 2008), term deposits of $263,124 and $10,237 in prepaid expenses. The Company has no other liquid assets as at May 31, 2009. The Company has total non-current assets of $4,486,527 of which $4,471,429 is capitalized exploration expenditures. Accounts payable have decreased to $6,327 on May 31, 2009 from $21,446 on August 31, 2008.

In order to maintain operations and cover administrative costs, the Company will need to raise additional financing. In the past the Company has relied on sales of equity securities to meet its cash requirements. There can be no assurance that additional funding from this or other sources will be available in the future to satisfy operational requirements and cash commitments.

SHARE CAPITAL

The total number of shares outstanding as at May 31, 2009 was 12,175,511.

There were 785,000 stock options outstanding, exercisable at a weighted average price of $0.85 per share and having an average weighted life of 2.57 years.

On May 31, 2009 the Company had no share purchase warrants outstanding.

RELATED PARTY TRANSACTIONS

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties:

a) During the nine months ended May 31, 2009, the President charged the Company

$45,000 in management fees (2008 -$65,000). At May 31, 2009 the Company owes

$2,934 (2008 -$2,909).

b) During the nine months ended May 31, 2009, a Director charged the Company

$45,000 in consulting fees (2008 -$65,000). At May 31, 2009 the Company owes

$nil (2008 -$nil).

CHANGES IN ACCOUNTING POLICIES

There has been no change in the Company’s accounting policies during the period.

STOCK OPTIONS

No stock options were exercised during the nine months ended May 31, 2009.

ADDITIONAL INFORMATION

Additional information is available on the SEDAR website at www.sedar.com.

EX-3 4 exhibit99-3.htm CEO CERTIFICATE OF INTERIM FILINGS -INTERIM FILING MAY 31, 2009

Form 52-109FV2 Certification of Interim Filings -Venture Issuer Basic Certificate

I, Dale McClanaghan, President and Chief Executive Officer, of BCM Resources Corporation certify the following:

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of BCM Resources Corporation (the “issuer”) for the interim period ended May 31, 2009.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: June 26, 2009

__signed: ” Dale McClanaghan”___ Dale McClanaghan President & CEO

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the

issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,

processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-4 5 exhibit99-4.htm CFO CERTIFICATE OF INTERIM FILINGS - INTERIM FILING MAY 31, 2009

Form 52-109FV2 Certification of Interim Filings -Venture Issuer Basic Certificate

I, Allan Anderson, Chief Financial Officer, of BCM Resources Corporation certify the following:

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of BCM Resources Corporation (the “issuer”) for the interim period ended May 31, 2009.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: June 26, 2009

__signed: “Allan Anderson”___ Allan Anderson Chief Financial Officer

NOTE TO READER

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the

issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,

processed, summarized and reported within the time periods specified in securities legislation; and

EX-5 6 exhibit99-5.htm NEWS RELEASE ANNOUNCING NEW DIRECTOR - JUN 26, 2009

BCM RESOURCES CORPORATION

FOR IMMEDIATE RELEASE June 26, 2009

BCM Resources Corp. announces New Director.

BCM Resources Corporation welcomes Craig Thomas, LLB to the company’s Board of Directors. Mr. Thomas is a partner at Thomas, Rondeau LLP and specializes in the practice of corporate and securities law.

BCM Resources is a Vancouver-based mineral exploration company with two high-grade molybdenum discoveries at its 100% owned claims strategically located near Terrace, British Columbia. The molybdenum discoveries, located at the Company’s Shan South and Shan North properties have excellent infrastructure access including major waterway, highway, transcontinental railway and power. The nearby communities of Terrace and Smithers offer well-developed mining exploration service industries. This ready access to infrastructure lowers the economic threshold required to build a successful mining project.

The company’s summer exploration plans will be announced in the near future.

Signed on behalf of the Board of Directors:

Dale McClanaghan President & CEO

Contact: Deborah Goldbloom, Investor Relations
info@bcmresources.com
Telephone: 1 (604) 646-0144, ext. 223
Toll Free: 1 (888) 646-0144
www.bcmresources.com

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.