Attached files

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EX-32 - 906 CERTIFICATION - Modular Medical, Inc.ex32.htm
EX-31.2 - 302 CERTIFICATION OF MORGAN C. FRANK, CFO - Modular Medical, Inc.ex312.htm
EX-31.1 - 302 CERTIFICATION OF MORGAN C. FRANK, CEO - Modular Medical, Inc.ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

______________

FORM 10-Q

______________

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

For the quarterly period ended March 31, 2017

[  ] 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: 000-49671

BEAR LAKE RECREATION, INC.

(Exact name of registrant as specified in its charter)



Nevada

87-0620495

(State or Other Jurisdiction of

(I.R.S. Employer I.D. No.)

incorporation or organization)

 



3 West Hill Place

Boston, MA 02110

(Address of Principal Executive Offices)


(617) 856-8995

(Registrant’s Telephone Number, Including Area Code)


8867 South Capella Way, Sandy, Utah 84117

(former name or former address, if changed since last report)


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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes [X] No [  ] (The Registrant does not have a corporate Web site.)


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company.  See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



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Large Accelerated filer   ¨

Accelerated filer                    ¨

Non-accelerated filer      ¨

Smaller reporting company   x

                                                                                                Emerging growth company   x


If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]


APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.


 

 

 

Class

 

Outstanding as of May 15, 2017

Common Capital Voting Stock, $0.001 par value per share

 

3,500,000 shares


FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q, including the Financial Statements and Notes to Financial Statements contained herein may contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.


PART I - FINANCIAL STATEMENTS


Item 1. Financial Statements.


March 31, 2017

C O N T E N T S


Condensed Balance Sheets (unaudited)

3

Condensed Statements of Operations (unaudited)

4

Condensed Statements of Cash Flows (unaudited)

5

Notes to Condensed Financial Statements (unaudited)

6




2





BEAR LAKE RECREATION, INC.

CONDENSED BALANCE SHEETS

March 31, 2017 and June 30, 2016

 

 

3/31/2017

 

6/30/2016

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

Total Current Assets

             -

 

               -

Total Assets

 $                   -

 

 $                   -

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Liabilities

 

 

 

Current Liabilities

 

 

 

Accounts Payable

 $                15

 

 $                  -

Related Party Payable

     141,989

 

    131,092

Accrued Interest - Related Parties

      78,179

 

     62,671

Total Current Liabilities

  220,183

 

   193,763

Total Liabilities

   220,183

 

    193,763

 

 

 

 

Stockholders’ Deficit

 

 

 

Preferred Stock -- 5,000,000 shares authorized having a

 

 

 

par value of $.001 per share; 0 shares issued

 

 

 

and outstanding

            -

 

              -

Common Stock -- 50,000,000 shares authorized having a

 

 

 

par value of $.001 per share; 1,249,816 shares issued

 

 

 

and outstanding

       1,250

 

          1,250

Additional Paid-in Capital

      82,828

 

      82,828

Accumulated Deficit

   (304,261)

 

     (277,841)

Total Stockholders’ Deficit

    (220,183)

 

     (193,763)

Total Liabilities and Stockholders’ Deficit

 $                -

 

 $                 -

 

 

 

 

See accompanying unaudited notes to condensed financial statements.




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BEAR LAKE RECREATION, INC.

Condensed Statements of Operations

For the Three and Nine Months Ended March 31, 2017 and 2016

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended March 31, 2017

 

For the Three Months Ended March 31, 2016

 

For the

Nine Months Ended March 31, 2017

 

For the

Nine

Months Ended March 31, 2016

 

 

 

 

 

 

 

 

 

 

Revenues

 $                -

 

 $                -

 

 $                -

 

 $                -

 

Cost of Goods Sold

         -

 

           -

 

           -

 

              -

 

Gross Profit

          -

 

            -

 

            -

 

             -

 

General and Administrative Expenses

     2,192 

 

     2,142 

 

     10,912 

 

    11,410 

 

Net Loss from Operations

  (2,192)

 

    (2,142)

 

    (10,912)

 

 (11,410)

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Related party interest expense

   (5,313)

 

   (4,575)

 

   (15,508)

 

  (13,196)

 

Total Other Income (Expense)

  (5,313)

 

   (4,575)

 

    (15,508)

 

  (13,196)

 

Net Loss Before Taxes

  (7,505)

 

   (6,717)

 

   (26,420)

 

 (24,606)

 

Provision for Income Taxes

            -

 

           -

 

           -

 

             -

 

Net Loss

 $      (7,505)

 

 $      (6,717)

 

 $   (26,420)

 

 $    (24,606)

 

 

 

 

 

 

 

 

 

 

Loss Per Share - Basic and Diluted

 $        (0.01)

 

 $        (0.01)

 

 $       (0.02)

 

 $         (0.02)

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding -

 

 

 

 

 

 

 

 

Basic and Diluted

  1,249,816

 

 1,249,816

 

 1,249,816

 

 1,249,816

 

 

 

 

 

 

 

 

 

 

See accompanying unaudited notes to condensed financial statements.




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BEAR LAKE RECREATION, INC.

Condensed Statements of Cash Flows

For the Nine Months Ended March 31, 2017 and 2016

(Unaudited)

 

 

 

 

 

For the

 

For the

 

Nine Months

 

Nine Months

 

Ended

 

Ended

 

March 31,

 

March 31,

 

2017

 

2016

 

 

 

 

Cash Flows From Operating Activities

 

 

 

Net Loss

 $   (26,420)

 

 $  (24,606)

Adjustments to reconcile net loss to

 

 

 

net cash provided by operating activities:

 

 

 

(Increase) / Decrease - Prepaid Expense

             -

 

2,500

Increase / (Decrease) - Accounts Payable

            15

 

-

Increase / (Decrease) - Related Party Payables

10,897

 

8,910

Increase in related party accrued interest

15,508

 

13,196

Net Cash From Operating Activities

           -

 

            -

 

 

 

 

Cash Flows From Investing Activities

 

 

 

Net Cash From Investing Activities

            -

 

             -

 

 

 

 

Cash Flows from Financing Activities

 

 

 

Net Cash From Financing Activities

           -

 

           -

Net Change In Cash

            -

 

          -

Beginning Cash Balance

           -

 

           -

Ending Cash Balance

 $              -

 

 $              -

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

Cash paid during the year for interest

 $              -

 

 $              -

Cash paid during the year for income taxes

 $              -

 

 $              -

 

 

 

 

See accompanying unaudited notes to condensed financial statements.




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Bear Lake Recreation, Inc.

Notes to Condensed Financial Statements

March 31, 2017

(Unaudited)


NOTE 1 BASIS OF PRESENTATION


The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2016. The results of operations for the period ended March 31, 2017, are not necessarily indicative of the operating results for the full year.


NOTE 2 GOING CONCERN


The Company does not have any assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


NOTE 3 RELATED PARTY TRANSACTIONS


The Company had expenses and payables paid on its behalf by shareholders in the amount of $2,192 for the three months ended March 31, 2017 and $10,897 for the nine months ended March 31, 2017. The balance due to shareholders is $141,989 and $131,092 as of March 31, 2017, and June 30, 2016, respectively.  The aggregate amount of related party loans is non-interest bearing, unsecured and payable on demand.  However, the Company imputes interest on the loan at 10% per annum.  Imputed interest expense on related party loans for the nine-month periods ended March 31, 2017, and 2016 totaled $15,508 and $13,196, respectively.  


NOTE 4 RECENT ACCOUNTING PRONOUNCEMENTS


In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU No. 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.


In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, addressing eight specific cash flow issues in an effort to reduce diversity in practice. The amended guidance is effective for fiscal years beginning after December 31, 2017, and for interim periods within those years. Early adoption is permitted. The Company is in the process of evaluating the impact of this guidance on our financial statements.


The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.




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NOTE 5 SUBSEQUENT EVENTS


On April 26, 2017, pursuant to a Common Stock Purchase Agreement dated April 5, 2017 by and among Manchester Explorer, L.P. (the “Purchaser”), the Registrant (“us,” “we,” “our,” or the “Company”) and certain of our then officers, directors and one related party (the “SPA”), the Purchaser acquired 2,900,000 shares (the “Shares”) of our restricted common stock for a purchase price of $375,000 (the “Share Acquisition”). Pursuant to the SPA and contemporaneously with the closing of the Share Acquisition, our then Board of Directors appointed James E. Besser as our President and a director and Morgan C. Frank as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director; and immediately following such appointments Wayne R. Bassham, Derrick M. Albiston and Todd L. Albiston (collectively, the “Former Directors”) resigned as our directors and officers. In connection therewith such Former Directors (i) cancelled 544,900 shares of our common stock owned by them in consideration for the payment by us of $12,000, and (ii) sold 247,248 of their shares for an aggregate purchase price of $4,944.96 or $0.02 per share, to Kelly Trimble, who may be deemed a related party to the Company; and 20,000 shares to our former legal counsel as part of his engagement in connection with the Share Acquisition and related transactions for an aggregate purchase price of $400 or $0.02 per share. Contemporaneously with the Share Acquisition closing, a shareholder of the Company canceled all 104,916 shares of our common stock owned by him in consideration of the payment by us of $2,098, and for an additional payment of $128,000, such person released the Company for advances made by him to or for our benefit, and we paid various of our lenders an aggregate of $92,170 in exchange for their releases. The 247,248 shares purchased by Mr. Trimble, and the remaining 45,000 shares owned by the Former Directors, is being held in escrow to indemnify the Purchaser and the Company in the event of, among other items, various breaches of the SPA during the 12 month period following the closing date of the Share Acquisition.  An additional sum of $62,500 was paid by the Company to Mr. Trimble for his agreement to place into escrow such 247,248 shares for indemnification purposes. Separately, Mr. Trimble paid $25,000 to a person who introduced him to the Share Acquisition.  Legal and other expenses paid by the Company relating to the Share Acquisition and related transactions amounted to approximately $78,000.


As a result of such transactions, after the closing of the Share Acquisition, we had (i) 3,500,000 shares of our common stock issued and outstanding, of which the Purchaser owned 2,900,000 such shares and (ii) no outstanding indebtedness and nominal assets.




7



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Forward-looking Statements


Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.


Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.


Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Plan of Operation


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.


During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and the Securities and Exchange of 1934, as amended (the “Exchange Act”), reporting requirement filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.  Because a principal shareholder has been paying all of the operating expenses, management does not anticipate that we will have to raise additional funds during the next 12 months.


Our common stock currently trades on the OTC Pink Markets under the symbol “BLKE.”


Results of Operations


Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016


We had no operations during the quarterly period ended March 31, 2017, nor do we have operations as of the date of this filing. General and administrative expenses were $2,192 for the March 31, 2017, period, compared to $2,142 for the March 31, 2016, period. General and administrative expenses for the three months ended March 31, 2017, were comprised mainly of accounting and Edgar filing expenses, along with other office fees. We had a net loss of $7,505 for the March 31, 2017, period, compared to a net loss of $6,717 for the March 31, 2016, period.  The increase was mainly attributable to an increase in interest expense.


Nine Months Ended March 31, 2017 Compared to Nine Months Ended March 31, 2016


We had no operations during the nine-month period ended March 31, 2017, nor do we have operations as of the date of this filing. General and administrative expenses were $10,912 for the March 31, 2017, period, compared to $11,410 for the March 31, 2016, period. General and administrative expenses for the nine-month periods ended March 31, 2017, were comprised mainly of accounting and Edgar filing expenses, along with other office fees. We had a net loss of $26,420 for the March 31, 2017, period, compared to a net loss of $24,606 for the March 31, 2016, period.  The increase was mainly attributable to an increase in interest expense.




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Liquidity and Capital Requirements


We had no cash or cash equivalents on hand at March 31, 2017.  During the quarterly period ended March 31, 2017, expenses and payables were paid by shareholders in the amount of $2,192, and during the nine months ended March 31, 2017, additional expenses paid by a principal shareholder totaled $10,897. The aggregate amount of related party loans is non-interest bearing, unsecured and payable on demand. However, the Company imputes interest on the loan at 10% per annum.  Imputed interest expense on related party loans for the three-month periods ended March 31, 2017, and March 31, 2016, totaled $5,313 and $4,575, respectively.  Following March 31, 2017, we received additional related party loans.  


Off-balance Sheet Arrangements


None.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required.


Item 4.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.


Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.  Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.


Changes in Internal Control over Financial Reporting


During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) 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 1A. Risk Factors.


Not required.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


None.


Item 3. Defaults Upon Senior Securities.


None; not applicable.


Item 4. Mine Safety Disclosure.


We have no mining activities.




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Item 5. Other Information.


On April 5, 2017, we filed a Current Report on Form 8-K with the SEC dated April 5, 2017, to disclose the entering into the SPA by the parties thereto and related matters, a copy of the SPA was filed as an exhibit to such Current Report on Form 8-K.


On May 1, 2017, we filed a Current Report on Form 8-K dated April 26, 2017 with the SEC to disclose the closing of the Share Acquisition and related transaction pursuant to the SPA.  For additional and more detailed information, see the Company’s Current Reports on Form 8-K set forth above in this Item 5.  Also, see Note 5 of our unaudited financial statements above.


Item 6. Exhibits.


(a) Exhibits


Exhibit No.

Identification of Exhibit

3.1

Amended and Restated Articles of Incorporation*

3.2

Bylaws*

14.1

Code of Ethics*

31.1

Certification of Morgan C. Frank, CEO Pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2

Certification of Morgan C. Frank, CFO Pursuant to Section 302 of the Sarbanes-Oxley Act.

32

Certification of Morgan C. Frank, CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase


*Incorporated herein by reference to our June 30, 2008, 10-K/A Annual Report as filed on September 2, 2009.


(b) Reports on Form 8-K


Current Report on Form 8-K dated April 5, 2017 filed with the Securities and Exchange Commission April 5, 2017.


Current Report on Form 8-K dated April 26, 2017 filed with the Securities and Exchange Commission May 1, 2017.



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SIGNATURES

Pursuant to the requirements 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.


BEAR LAKE RECREATION, INC.

(Registrant)


Date:

May 18, 2017

 

By:

/s/Morgan C. Frank

 

 

 

 

Morgan C. Frank, Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Quarterly Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.


Date:

May 18, 2017

 

By:

/s/Morgan C. Frank

 

 

 

 

Morgan C. Frank, Chief Financial Officer




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