Bear Lake Recreation Inc. (OTCBB:BLKE) Files An 8-K Unregistered Sales of Equity Securities

Bear Lake Recreation Inc. (OTCBB:BLKE) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item5.01 below is incorporated herein
by reference.

Item 5.01 Changes in Control of Registrant.

As previously reported in a Current Report on Form 8-K of Bear
Lake Recreation Inc. (the Company,
we, us, our
and words of similar meaning) filed with the Securities and
Exchange Commission (the SEC) on April 5 , 2017
(the Signing 8-K), to a Common Stock Purchase
Agreement dated as of April 5, 2017 (theSPA) by
and among Manchester Explorer, LP, a Delaware limited partnership
(the Purchaser), the Company and certain person
named therein (the SPA) we agreed to sell,
subject to the terms and conditions set forth in the SPA, to the
Purchaser 2,900,000 shares of our restricted common stock (the
Share Acquisition), for a purchase price of
$375,000 (the Purchase Price).

On April 26, 2017, to the SPA, the closing (the
Closing) of the Share Acquisition occurred and
the Purchaser acquired the 2,900,000 shares of our restricted
common stock to the SPA, resulting in a change in control of the
Company. to the SPA, as a result of the Share Acquisition, the
Purchaser became the majority shareholder of the Company, and the
Board appointed James E. Besser as President and a director of
the Company, and Morgan C. Frank as the Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer and a director of
the Company and immediately following such appointments Wayne R.
Bassham, Derrick M. Albiston and Todd L. Albiston (collectively,
the Former Directors) resigned as directors and
officers of the Company, and 544,900 shares owned by the Former
Directors were cancelled, resulting in such Former Directors
after such cancellation owning 292,248 shares in the aggregate
and simultaneously therewith, in transactions not involving the
Company, the Former Directors sold (i) 247,248 shares for an
aggregate purchase price of $12,000 to Kelly Trimble, who may be
deemed a related party to the Company and (ii) 20,000 shares to
the Companys former legal counsel as part of his engagement in
connection with the change in control of the Company.
Additionally, at Closing, (i) Thomas J. Howells canceled all
104,916 shares of common stock owned by him in consideration of
the payment of $2,098.32, and for the additional payment of
$128,000 Mr. Howells released the Company for advances made by
Mr. Howells to or for the benefit of the Company and the Company
paid various lenders to the Company $___ in exchange for release.
The (i) 247,248 shares purchased by Mr. Trimble, and (ii) the
remaining 45,000 shares owned by the Former Directors, are being
held in escrow and used to indemnify the Purchaser and the
Company in the event of, among other items, various breaches of
the SPA during the 12 month period following the date of the

As a result of such transactions, after the Closing, the Company
(i) had 3,500,000 shares of Common Stock issued and outstanding
and (ii) no outstanding indebtedness and had nominal assets.

The Purchaser is an accredited investor as such term is defined
in SEC Rule 501 of Regulation D promulgated by the SEC under the
Securities Act of 1933, as amended (the 1933
); and the offer and sale of the 2,900,000 shares to
the Purchaser Shares was made by the Company to exemptions from
the registration requirements of the 1933 Act.

Because the Company may be considered a shell company (as defined
in Section 405 of the 1933 Act), it is required by Section (a)(8)
of Item 5.01 of Form 8-K to provide the information required by
Form 10 under the Securities Exchange Act of 1934, as amended.

The information required by Items 1, 1A, 2, 3,8, 9, 10,12,14 and
15 of Form 10 are incorporated by reference to the Companys
Annual Report on Form 10-K for the fiscal year ended June 30,
2016 and filed with the SEC on or about September 26, 2016.The
information required by Item 11 of Form 10 is incorporated by
reference to our Registration Statement on Form 10-SB filed with
the SEC on or about March 8, 2002.The information required by
Item 13 of Form 10 is incorporated by reference to the Companys
Annual Report on Form 10-K for the fiscal year ended June 30,
2016 filed on September 26, 2016, and the Companys Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31,
2016 filed with the SEC on February 10, 2017.

In response to Item 4 of Form 10, the following table sets forth
certain information, as of April 27, 2017, concerning shares of
our common stock, the only class of our securities issued and
outstanding, held by (1) each shareholder known by the Company to
own beneficially more than five (5%) percent of our common stock,
(2) each director of the Company, (3) each executive officer of
the Company, and (4) all directors and executive officers of the
Company as a group:

Name of Beneficial Owner

Direct Amount of

Beneficial Owner



of Class


Officers and Directors
James E. Besser (2) 2,900,000 President and a Director 82.86%
Morgan C. Frank (2) 2,900,000 Director, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer
All Officers and Directors as a
Group (2 Person) 2,900,000 82.86%
Principal Stockholders

Manchester Explorer, LP (2)

3 West Hill Place

Boston, MA 02114

2,900,000 82.86%

Kelly Trimble

4685 South Highland Drive, Suite 207

Salt Lake City, UT 84117

308,678 8.8%
(1) Percentage based on3,500,000shares of our common stock
outstanding on April 26, 2017.
(2) Represents shares owned by the Purchaser. Mr. Besser is the
Managing Member of Manchester Management Company, LLC, a
Delaware limited liability company, the General Partner of
the Purchaser (Manchester) and Mr. Frank
serves as portfolio manager and consultant of Manchester,
both of whom may be deemed beneficial owners of such shares
owned by the Purchaser as a result such relationships.
Messrs. Besser and Frank, however, disclaim any beneficial
ownership of the 2,900,000 shares except to the extent of
their pecuniary interest therein.

The biographies of Messrs. Besser and Frank are set forth below
and incorporated by reference into this Section 5.01.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory; Arrangements of Certain Officers

On April 26, 2017, in connection with the change of control of
the Company, Wayne R. Bassham resigned as director and President,
Derrick M. Albiston resigned as director and Vice President and
Todd L. Albiston resigned as director, Secretary and Treasurer of
the Company. Immediately prior to such resignations, the Board
appointed Mr. Besser as a director and President, and (ii) Mr.
Frank as a director, Chief Executive Officer, Chief Financial
Officer, Treasurer and Secretary of the Company.

Messrs. Besser and Frank have not been involved in any legal
proceedings that would require disclosure under Item 401 of
Regulation S-K.

Name Age Position
James E. Besser Director and President
Morgan C. Frank Director, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer

Since approximately July 1999, Mr. Besser has been the portfolio
manager of JEB Partners, L.P. and JEB Investments, L.P.
(collectively, the Funds), and a
principal of Manchester, the general partner of such Funds and
the Purchaser. Prior to such time, Mr. Besser was an analyst at
Highfields Capital, a hedge fund located in Boston, Massachusetts
and prior thereto, Mr. Besser was an analyst at Media Group
Research: a media, communications, and entertainment research
boutique and hedge fund. Mr. Besser was a seasonal employee of
Manchester for eight years from 1989 to 1996. Mr. Besser
graduated from Brown University in Providence, Rhode Island, with
a Bachelor of Arts degree.

Mr. Frankhas worked with Manchester since May 2002, and prior to
such time, he was a founder and managing director at First
Principles Group, a boutique consultancy and principal investor
specializing in corporate restructuring, restarts, intellectual
property assessment and salvage, and spin outs. Prior to such
time, Mr. Frank spent approximately five years as an analyst and
portfolio manager at Hollis Capital, a San Francisco based hedge
fund (Hollis) and prior thereto, Mr.
Frank worked for an independent private client group at Paine
Webber specializing in primary research to develop investment
ideas (particularly short sale ideas) for institutional clients.
Prior to his employment at Paine Webber, Mr. Frank was a currency
trader for Eastern Vanguard. Mr. Frank holds a BA in Economics
and in Political Science from Brown University.

Item 9.01 Financial Statements and Exhibits.


17.1Resignation of Wayne R. Bassham

17.2Resignation of Derrick M. Albiston

17.3Resignation of Todd L. Albiston

About Bear Lake Recreation Inc. (OTCBB:BLKE)

Bear Lake Recreation, Inc. is a shell company. The Company is seeking and investigating potential assets, property or businesses to acquire. As of June 30, 2016, the Company had not generated any revenues. The Company’s initial operations consist of renting snowmobiles and all-terrain vehicles (ATVs).

Bear Lake Recreation Inc. (OTCBB:BLKE) Recent Trading Information

Bear Lake Recreation Inc. (OTCBB:BLKE) closed its last trading session 00.000 at 0.270 with shares trading hands.

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