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<SEC-DOCUMENT>0001045399-05-000076.txt : 20050831
<SEC-HEADER>0001045399-05-000076.hdr.sgml : 20050831
<ACCEPTANCE-DATETIME>20050831121200
ACCESSION NUMBER:		0001045399-05-000076
CONFORMED SUBMISSION TYPE:	10KSB/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20050831
DATE AS OF CHANGE:		20050831

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BEAR LAKE RECREATION INC
		CENTRAL INDEX KEY:			0001074871
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
		IRS NUMBER:				870620495
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10KSB/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-49671
		FILM NUMBER:		051060872

	BUSINESS ADDRESS:	
		STREET 1:		66 EXCHANGE PLACE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
		BUSINESS PHONE:		8015026100

	MAIL ADDRESS:	
		STREET 1:		66 EXCHANGE PLACE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB/A
<SEQUENCE>1
<FILENAME>k04a.txt
<TEXT>

                    U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-KSB/A

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended June 30, 2004
                               -------------

[ ]  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


                           Bear Lake Recreation, Inc.
                           --------------------------
                 (Name of Small Business Issuer in its Charter)


          Nevada                                     87-0620495
          ------                                     ----------
(State or Other Jurisdiction of                  (I.R.S. Employer I.D. No.)
 incorporation or organization)

                           4685 S. Highland Drive #202
                           Salt Lake City, Utah 84117
                           --------------------------
                    (Address of Principal Executive Offices)

                    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:

                        Common stock, $0.001 par value
                        ------------------------------

     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.

     (1)   Yes X    No            (2)   Yes  X    No
              ---      ---                  ---      ---


Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes      No  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
                                                   ----    ----


<PAGE>

     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, 2005;
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.


     June 30, 2005 - $874.20.  There are approximately 874,200 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.

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.   Yes     No
                                                       ---    ---

     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:

     August 23, 2005; 2,874,200.


               DOCUMENTS INCORPORATED BY REFERENCE
               -----------------------------------

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13.

   Transitional Small Business Issuer Format   Yes  X    No
                                                   ---      ---

<page>

                           Forward-looking Statements

     Statements  made in  this  Registration  Statement  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 business of our Company, 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  Company's  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 our Company
conducts  business,  changes in the interest  ate  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
Company's operations, products, services and prices.

     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. Our Company does not undertake,  and specifically disclaims,
any  obligation to update any  forward-looking  statements to reflect  events or
circumstances occurring after the date of such statements.


<page>
                                  Risk Factors
                                  ------------
     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
our  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include those types of risk factors outlined below.

Substantial Risk exists due to our Extremely Limited Assets and we have
No Source of Revenue to pursue operations.
- ------------------------------------------

     Our Company has no assets and no profitable operations since inception.  We
will not  receive  additional  revenues  until we select an industry in which to
commence  business or complete an acquisition,  reorganization or merger, at the
earliest.  We can provide no assurance  that any  selected or acquired  business
will produce any material  revenues for our Company or our  stockholders or that
any such business will operate on a profitable basis.

Our  Company  May Be  Deemed  to Be a  "Blank  Check"  Company  Until We Adopt a
Business Plan.
- -------------

     The  limited  business  operations  of our  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
our Company  are winding  down the  business  and to manage our current  limited
assets and to seek out and  investigate  the  commencement or the acquisition of
any viable  business  opportunity by purchase and exchange for securities of our
Company or pursuant to a  reorganization  or merger through which  securities of
our Company will be issued or exchanged.

Our lack of a business plan makes governing the Discretionary Use of
Proceeds difficult as is common with "Blank Check" Companies.
- -------------------------------------------------------------

     Because our Company is not currently  engaged in any  substantive  business
activities, as well as management's broad discretion with respect to selecting a
business or industry for commencement of operations or completing an acquisition
of assets, property or business, our Company may be deemed to be a "blank check"
company.  Although  management  intends  to apply any  proceeds  we may  receive
through the issuance of stock or debt to a suitable business enterprise, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. Our Company can provide no assurance that any use
or allocation of such proceeds will allow us to achieve our business objectives.

If we unable to  successfully  evaluate a business  opportunity  it would have a
negative impact on our future.
- ------------------------------

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; our Company may also
advertise our  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
<PAGE>

The Absence of Substantive Disclosure Relating to Prospective Acquisitions could
substantial increase the risk of any transaction.
- ------------------------------------------------

     Because our Company has not yet identified any industry or assets, property
or business that we may engage in or acquire, potential investors in our Company
will have  virtually no  substantive  information  upon which to base a decision
whether to invest in our  Company.  Potential  investors  would  have  access to
significantly more information if our Company had already identified a potential
acquisition or if the acquisition  target had made an offering of its securities
directly to the public. Our Company can provide no assurance that any investment
in our Company will not ultimately prove to be less favorable than such a direct
investment.

Risks associated with select  industries or businesses are currently unknown and
cannot be ascertained.
- ---------------------

     To date, our Company has not identified any particular industry or business
in  which to  concentrate  our  potential  interests.  Accordingly,  prospective
investors  currently have no basis to evaluate the comparative  risks and merits
of investing  in the  industry or business in which our Company may acquire.  To
the extent that our Company may acquire a business in a high risk industry,  our
Company will become subject to those risks. Similarly, if our Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, our Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which we may become involved, there can
be no assurance that we will correctly assess such risks.

We do not know the  structure of future  acquisitions  or how it will affect our
Company.
- --------

     Management has had no preliminary  contact or  discussions  regarding,  and
there are no present plans,  proposals or  arrangements  to engage in or acquire
any specific business, assets, property or business.  Accordingly, it is unclear
whether such an acquisition would take the form of an exchange of capital stock,
a merger or an asset acquisition.  However, because our Company has virtually no
resources as of the date of this Registration Statement, management expects that
any such acquisition would take the form of an exchange of capital stock.

Our Auditor has expressed an opinion on the substantial risk associated with our
ability to continue as a 'Going Concern' Opinion.
- -------------------------------------------------

     The  Independent  Auditor's  Report issued in  connection  with the audited
financial  statements of our Company for the fiscal year ended June 30, 2004 and
2003,  expresses  "substantial  doubt  about its  ability to continue as a going
concern," due to our  Company's  status as a start up and our lack of profitable
operations.  See the  Index to  Financial  Statements,  Part F/S of this  Annual
Report on Form 10-KSB.

We have never been profitable.
- ------------------------------

     Our Company has not had a profitable operating history. We cannot guarantee
that we will become profitable.

Our  common  stock can be defined as "penny  stock"
- ---------------------------------------------------

     Penny Stocks are more difficult to sell then exchange traded securities and
if a market does develop for our securities  there is substantial risk regarding
your ability to sell our common stock.

<page>

PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
- ---------------------

     Corporate Developments.
     -----------------------

     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.

General History
- ---------------


     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.  On or about  October 1999 the Company has abandoned
the  snowmobile,  ATV and  lodging  plans.  The  Company's  lack of success  was
credited with entering the marketplace during a year that was the beginning of a
drought cycle,  resulting in below average snowfall and competitive  growth from
one to three  self-promoting  developmental  properties.  The  operations of the
Company  ceased  due to  depleted  capital  resources  resulting  from  offering
vacation packages lacking in demand.

     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. By the end of the first quarter of 2002 the Company had
also  abandoned the "Net Caddy"  operations.  The Company  realized only minimal
sales through its e-commerce site and 800 number infomercial run.  Additionally,
due to the  exhaustion  of its capital  resources,  the Company  could no longer
maintain  the  infrastructure  required  for sales  promotion  while  faced with
limited consumer demand.


     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.
<PAGE>


     We  voluntarily  filed a  Registration  Statement  on Form 10-SB,  with the
Securities  and Exchange  Commission  on March 8, 2002 so that we could become a
"reporting  issuer" under the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act");  that will  allow us to seek to have our  securities  publicly
quoted on the OTC  Bulletin  Board of the  National  Association  of  Securities
Dealers,  Inc.  (the "NASD") or some other  nationally  recognized  medium.  Our
management believes that being a "reporting issuer" will facilitate this process
for us. Presently,  the NASD requires  companies  seeking  quotations on the OTC
Bulletin Board to be "reporting  issuers," and management  also believes that in
the present corporate  regulatory climate,  being a "reporting issuer" will soon
become a requirement for every nationally  recognized medium on which securities
of companies are publicly  traded.  The  information  required to be filed by us
with the  Securities  and Exchange  Commission as a "reporting  issuer" may also
provide us with some credibility when seeking future business opportunities.


     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.


Business

     Our Company's  plan of operation for the next 12 months is to:(i)  consider
guidelines of industries in which we may have an interest; (ii) adopt a business
plan regarding engaging in the business of 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 is not currently engaged in any substantive  business activity,
and we have no plans to engage in any such activity in the  foreseeable  future.
In our present form, we may be deemed to be a vehicle to acquire or merge with a
business or company.  Regardless,  the commencement of any business  opportunity
will be preceded by the  consideration  and  adoption of a business  plan by our
Board of  Directors.  We do not  intend to  restrict  our  search  for  business
opportunities to any particular business or industry,  and the areas in which we
will seek out business opportunities or acquisitions, reorganizations or mergers
may  include,  but  will not be  limited  to,  the  fields  of high  technology,
manufacturing,   natural   resources,   service,   research   and   development,
communications,  transportation, insurance, brokerage, finance and all medically
related fields, among others. We recognize that the number of suitable potential
business ventures that may be available to us may be extremely limited,  and may
be  restricted to entities who desire to avoid what such entities may deem to be
the adverse  factors  related to an initial public  offering  ("IPO").  The most
prevalent of these factors  include  substantial  time  requirements,  legal and
accounting  costs,  the  inability  to obtain an  underwriter  who is willing to
publicly  offer and sell  shares,  the lack of or the  inability  to obtain  the
required financial statements for such an undertaking, limitations on the amount
of dilution to public  investors in comparison to the  stockholders  of any such
entities, along with other conditions or requirements imposed by various federal
and state  securities laws, rules and regulations and federal and state agencies
that  implement  such  laws,  rules  and  regulations.  Any of  these  types  of
transactions, regardless of the particular prospect, would require us to issue a
substantial  number of shares of our common stock,  that could amount to as much
as 95% of our  outstanding  securities  following  the  completion  of any  such
transaction;  accordingly,  investments  in  any  such  private  enterprise,  if
available, would be much more favorable than any investment in our Company.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to, as applicable,  an analysis of the quality
of the particular entity's management personnel;  the anticipated  acceptability
of any new products or  marketing  concepts  that it may have;  the merit of its
technological  changes;  its  present  financial  condition,   projected  growth
potential  and available  technical,  financial and  managerial  resources;  its
working capital,  history of operations and future prospects;  the nature of its
present and expected  competition;  the quality and experience of its management
services and the depth of its  management;  its potential for further  research,
development or exploration;  risk factors  specifically  related to its business
operations; its potential for growth, expansion and profit; the perceived public
recognition  or  acceptance  of its  products,  services,  trademarks  and  name
identification;   and  numerous  other  factors  which  are  difficult,  if  not
impossible,  to properly or accurately analyze,  let alone describe or identify,
without referring to specific objective criteria.
<PAGE>

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel of the entity providing any potential business opportunity afforded to
our Company, visit and inspect material facilities,  obtain independent analysis
or  verification  of  information  provided and  gathered,  check  references of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

     We are  unable  to  predict  the  time  as to when  and if we may  actually
participate in any specific  business  endeavor.  Our Company  anticipates  that
proposed  business  ventures  will  be made  available  to us  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases, we may agree to pay a finder's fee or to otherwise
compensate  the persons who submit a  potential  business  endeavor in which our
Company  eventually  participates.  Such  persons  may  include  our  directors,
executive officers and beneficial owners our securities or their affiliates.  In
this  event,  such  fees may  become  a factor  in  negotiations  regarding  any
potential venture and, accordingly,  may present a conflict of interest for such
individuals.  Management does not presently  intend to acquire or merge with any
business enterprise in which any member has a prior ownership  interest.  Unless
required by applicable  federal or state laws or  regulations,  we do not expect
that shareholders will have be asked to approve any acquisition or combination.

Our  Company's  directors and  executive  officers have not used any  particular
consultants, advisors or finders on a regular basis.

     Although we currently  have no plans to do so,  depending on the nature and
extent  of  services  rendered,  we may  compensate  members  of  management  or
directors  in the future for  services  that they may perform  for our  Company.
Because we currently have extremely  limited  resources,  and we are unlikely to
have any significant resources until we have determined a business or enterprise
to engage in or have completed a merger or acquisition,  management expects that
any such compensation would take the form of an issuance of our Company's common
stock to these  persons;  this would have the  effect of  further  diluting  the
holdings  of  our  other  stockholders.   There  are  presently  no  preliminary
agreements or  understandings  between us and members of  management  respecting
such compensation.

     Substantial  fees are often paid in connection  with the  completion of all
types of acquisitions,  reorganizations or mergers,  ranging from a small amount
to as much as  $400,000.  These fees are  usually  divided  among  promoters  or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common  stock  owned by them.  Management  may
actively negotiate or otherwise consent to the purchase of all or any portion of
their  common  stock as a  condition  to,  or in  connection  with,  a  proposed
reorganization,  merger  or  acquisition.  It is not  anticipated  that any such
opportunity  will  be  afforded  to  other   stockholders  or  that  such  other
stockholders  will be  afforded  the  opportunity  to  approve or consent to any
particular stock buy-out transaction.  In the event that any such fees are paid,
they may become a factor in negotiations  regarding any potential acquisition or
merger by our Company and, accordingly,  may also present a conflict of interest
for  such  individuals.  We  have  no  present  arrangements  or  understandings
respecting any of these types of fees or opportunities.
<PAGE>

     None of our current or former directors,  executive  officers,  founders or
their affiliates or associates has had any negotiations with any representatives
of the  owners of any  business  or  company  regarding  the  possibility  of an
acquisition,  reorganization,  merger  or  other  business  opportunity  for our
Company;  nor are  there any  similar  arrangements  with us.  We do not  intend
provide  any  notices or conduct any  advertisement  in the search for  business
opportunities.


Public Offerings
- ----------------

     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 from 32  investors.  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 Company had limited operations and a specific business plan at
the time of the offering. Sales were made only to accredited and no more than 35
unaccredited investors.  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 from 24 investors.  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.

     Historically, the Company has experienced changes in control through either
shares purchased by Mr. Gillen at $0.04 per share or the issuance of a number of
restricted  shares  sufficient  to cause a change of control  by the  Company at
$.001 par  value.  The per share  price has  varied  and has been  substantially
different  from  both  the 504  and  506  offerings  previously  conducted.  The
valuations of all prior share  issuances were arbitrary due to the complete lack
of any market for our common  stock.  While neither  change of control  occurred
while the  Company  had  operations  it is likely  that  until  such time as the
Company has an established  trading market and operations,  any future change of
control may also treat share price  arbitrarily due to the inability to complete
a qualitative valuation on the Company's shares.


Changes in Control
- ------------------


     On or about October 28, 1999, Frank Gillen purchased  700,000 shares of the
Company's common stock from Steve Moulton for  approximately  $.04 per share. 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".


     Historically, the Company has experienced changes in control through either
shares purchased by Mr. Gillen at $0.04 per share or the issuance of a number of
restricted  shares  sufficient  to cause a change of control  by the  Company at
$.001 par  value.  The per share  price has  varied  and has been  substantially
different  from  both  the 504  and  506  offerings  previously  conducted.  The
valuations of all prior share  issuances were arbitrary due to the complete lack
of any market for our common  stock.  While neither  change of control  occurred
while the  Company  had  operations  it is likely  that  until  such time as the
Company has an established  trading market and operations,  any future change of
control may also treat share price  arbitrarily due to the inability to complete
a qualitative valuation on the Company's shares.

<PAGE>
Effect of Existing or Probable Governmental Regulations on
Business.
- ---------

          Sarbanes-Oxley Act.
          -------------------

     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.

          Penny Stock.
          ------------

     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.
<PAGE>

     Reporting Obligations.
     ----------------------

     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-K12G3.

     If we are acquired by a  non-"reporting  issuer" under the Exchange Act, we
will be subject to the "back-door  registration"  requirements of the Securities
and Exchange  Commission  that will require us to file a Current  Report on Form
8-K12G3 that will include all information about such  non-"reporting  issuer" as
would have been  required  to be filed by that  entity had it filed a Form 10 or
Form 10SB  Registration  Statement with the Securities and Exchange  Commission.
Effective  August 22, 2005, any  acquisition  that will result in our Company no
longer being a "blank  check" or "blind pool" company will require us to include
all  information  about the acquired  company as would have been  required to be
filed by that entity had it filed a Form 10 or Form 10SB Registration  Statement
with the Securities and Exchange Commission.


     Small Business Issuer.
     ----------------------

     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.

     The present laws, rules and regulations designed to promote availability to
the small business issuer of these capital  markets and similar laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like our Company,  and may make the use of
these companies obsolete.
<PAGE>

Number of Employees.
- --------------------

     None.

Item 2.  Description of Property.
- ---------------------------------

     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.

Item 3.  Legal Proceedings.
- ---------------------------

     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.

Item 4.  Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------

     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

Item 5.  Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities.
- -----------------------------------------------

Market Information.
- -------------------

     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.
<PAGE>

Recent Sales of "Restricted Securities".
- ----------------------------------------

     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

Holders.
- --------

     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.

Dividends.
- ----------

     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.

Purchases of Equity Securities by the Small Business Issuer and Affiliated
Purchasers.
- -----------

     None; not applicable.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------

Plan of Operation.
- ------------------

     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.


     For a  discussion  of our history and plan of  operation  please see PartI,
Item I of the Annual Report.

     The increase in our operating  expenses from $3,995 for the year ended June
30,  2003 to $6,209 for the year ended June 30,  2004 was a result of  increased
legal and accounting expenses.  There are no other material line item changes to
our financial statements.

     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.  None of
our officers and directors have any obligation to provide any funding however it
is anticipated  that  shareholders  will likely continue to loan the Company any
necessary funds.

Item 7.  Financial Statements.
- ------------------------------

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
<PAGE>

                    BEAR LAKE RECREATION, INC.
                 [A Development Stage Company]

                   FINANCIAL STATEMENTS

                         JUNE 30, 2004


              [WITH INDEPENDENT AUDITORS' REPORT]
<PAGE>


                    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
<PAGE>


    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
<PAGE>
                    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
                                2
<PAGE>
                    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
                                3
<PAGE>
                   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
                                4
<PAGE>
                    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
                                5
<PAGE>
                   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.
                                6
<PAGE>


                     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

                                7
<PAGE>

                   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.


<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------


     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 6-30-2001, and through the date of this Annual
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 6-30-2001, and through the date of this Annual
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.


Item 8(a).  Controls and Procedures.
            ------------------------

     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.

Item 8(b).  Other Information.
            ------------------

     None; not applicable.
<PAGE>

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------

Identification of Directors and Executive Officers.
- ---------------------------------------------------

     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.

Term of Office.
- ---------------

     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.

Business Experience.
- --------------------

     Wayne Bassham,  our President is 47 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 26 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 47 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.


Previous Blank Check Experience.
- --------------------------------

     Mr. Todd  Albiston was  Secretary  and a director of Western  International
Pizza,  Inc.  from  5/15/01  until his  resignation  on 4/26/02 when the Company
became Accupoll Holdings, Inc. OTCBB ("ACUP"). He served as Vice President and a
director from 6/30/01 to 10/9/01 for Unistone,  Inc.  prior to its becoming Cash
Systems,  Inc., an AMEX traded Company ("CKN"); He also served as Vice President
and director of Fin Sports  U.S.A.,  Inc. from 9/25/98 to 11/16/99 at which time
it became LifeF X, Inc., formerly Fin Sports U.S.A., Inc.

     Mr.  Bassham was President and a director of Western  International  Pizza,
Inc.  from 5/15/01  until his  resignation  on 4/26/02  when the Company  became
Accupoll Holdings, Inc. an OTCBB listed Company ("ACUP"). He served as Secretary
Treasurer and a director from 6/30/01 to 10/9/01 for Unistone, Inc. prior to its
becoming Cash Systems,  Inc., an AMEX traded Company ("CKN");  He also served as
President  and director of Fin Sports  U.S.A.,  Inc. from 9/25/98 to 11/16/99 at
which time it became LifeF X, Inc.,

     Derrick Albiston has never held a position or been deemed an affiliate of a
blank check company.

<PAGE>


Family Relationships.
- ---------------------

     Todd Albiston is the father of Derrick Albiston;  there are no other family
relationships among our directors and executive officers.

Involvement in Certain Legal Proceedings.
- -----------------------------------------

     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.

Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------

     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.

Audit Committee or Audit Committee Financial Expert.
- ----------------------------------------------------

     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.

Code of Ethics.
- ---------------

     We have adopted a Code of Ethics and have  attached a copy as Exhibit 14 to
this Report.
<PAGE>

Item 10. Executive Compensation.
- --------------------------------

Cash Compensation.
- ------------------

     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

Stock Option Plans.
- -------------------

     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.

Compensation of Directors.
- --------------------------

     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.

Termination of Employment and Change of Control Arrangement.
- ------------------------------------------------------------

     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.
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------


     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, 2003, 2004,
and 2005:

                                         Number and Percentage
                                      of Shares Beneficially Owned
                                         ----------------------------

Name and Address                     6/30/03      6/30/04         6/30/05
- ----------------                    --------     --------      --------------
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%   250,000  8.7%

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 69.6%


Security Ownership of Management.
- ---------------------------------

     The  following  table  sets  forth  the  share  holdings  of our  Company's
directors and executive  officers as of June 30, 2003 and 2004, and 2005:


                                             Number and Percentage
                                       of Shares Beneficially Owned
                                          ----------------------------
Name and Address                     6/30/03      6/30/04         6/30/05
- ----------------                    --------     --------      --------------
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%

*    The directors and executive  officers have resolved that the  securities of
     the Company that are were issued to and are owned by Mr. Derrick  Albiston,
     Mr. Todd  Albiston and Mr. Wayne Bassham  amounting to 1,500,000  shares or
     approximately  52.2% of our outstanding voting securities,  the undersigned
     hereby agree not to publicly resell these  securities (in any private sale,
     the purchaser would be required to acknowledge the following  restrictions)
     without  registration  under the Securities  Act; or there is a declaratory
     judgment by a federal or state court  indicating  that  registration is not
     required  for resale of these  securities  and that  there is an  available
     exemption  from  registration  under the  Securities  Act for the resale of
     these securities.

<PAGE>
Changes in Control.
- -------------------

     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.


     Historically, the Company has experienced changes in control through either
shares purchased by Mr. Gillen at $0.04 per share or the issuance of a number of
restricted  shares  sufficient  to cause a change of control  by the  Company at
$.001 par  value.  The per share  price has  varied  and has been  substantially
different  from  both  the 504  and  506  offerings  previously  conducted.  The
valuations of all prior share  issuances were arbitrary due to the complete lack
of any market for our common  stock.  While  neither  change of control  occured
while the  Company  had  operations  it is likely  that  until  such time as the
Company has an established  trading market and operations,  any future change of
control may also treat share price  arbitrarily due to the inability to complete
a qualitative valuation on the Company's shares.


Item 12. Certain Relationships and Related Transactions.
- --------------------------------------------------------

Transactions with Management and Others.
- ----------------------------------------

     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.

Certain Business Relationships.
- -------------------------------

     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.

Indebtedness of Management.
- ---------------------------

     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.

Transactions with Promoters.
- ----------------------------

     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.
<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
- ------------------------------------------

Reports on Form 8-K.
- --------------------

     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.

**Incorporated  herein by reference as previously  filed with the Securities and
Exchange  Commission  as exhibits to our Form 10-KSB for the year ended June 30,
2004.

          (ii)

          None.
<PAGE>

Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

     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.
<PAGE>

                              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: 8/30/2005                    By/s/ WAYNE BASSHAM
                                     Wayne Bassham, President and
                                     Director


Date: 8/30/2005                    By/s/ DERRICK ALBISTON
                                     Derrick Albiston, Vice President and
                                     Director


Date: 8/30/2005                    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: 8/30/2005                   By/s/ WAYNE BASSHAM
                                     Wayne Bassham, President and
                                     Director


Date: 8/30/2005                   By/s/ DERRICK ALBISTON
                                     Derrick Albiston, Vice President and
                                     Director


Date: 8/30/2005                   By/s/ TODD ALBISTON
                                     Todd Albiston, Secretary/Treasurer and
                                     Director


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>wex31k.txt
<TEXT>
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/A 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: 8/30/2005                    Signature:/s/Wayne Bassham
      ----------                              ----------------------
                                              Wayne Bassham
                                              President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>tex31k.txt
<TEXT>
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/A 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: 8/30/2005                    Signature:/s/Todd Albiston
      ----------                              ----------------------
                                              Todd Albiston
                                              Secretary/Treasurer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>ex32k.txt
<TEXT>
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/A 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: 8/30/2005                          /s/Wayne Bassham
      ----------                          -------------------------
                                          Wayne Bassham
                                          President and Director


Dated: 8/30/2005                          /s/Todd Albiston
      ----------                          -------------------------
                                          Todd Albiston
                                          Secretary and Treasurer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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