0001422085-09-000003.txt : 20090407 0001422085-09-000003.hdr.sgml : 20090407 20090407144202 ACCESSION NUMBER: 0001422085-09-000003 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090407 DATE AS OF CHANGE: 20090407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCM RESOURCES Corp CENTRAL INDEX KEY: 0001422085 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53001 FILM NUMBER: 09737359 BUSINESS ADDRESS: STREET 1: #550 - 1040 WEST GEORGIA ST STREET 2: BOX 79 CITY: VANCOUVER STATE: A1 ZIP: V6E 4H1 BUSINESS PHONE: 604-646-0144 EXT 223 MAIL ADDRESS: STREET 1: #550 - 1040 WEST GEORGIA ST STREET 2: BOX 79 CITY: VANCOUVER STATE: A1 ZIP: V6E 4H1 FORMER COMPANY: FORMER CONFORMED NAME: BCM RESOURCES CORP DATE OF NAME CHANGE: 20071226 6-K 1 bcm6kmar09.htm REPORT OF FOREIGN ISSER FOR THE MONT OF MARCH 2009

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

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

BCM Resources Corporation

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

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

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

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

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

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

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

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

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

Date: March 31, 2009 BCM Resources Corporation

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

Item 9.01 Exhibits

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

Exhibit Index

Exhibit Description

1 BCM Resources Corporation Unaudited Quarterly Financial Statements for the period ended February 28, 2009 2 MD&A Quarterly financial period ended February 28, 2009 3 CFO Certification of Interim Filings March 12, 2009 4 CEO Certification of Interim Filings, March 12, 2009

EX-1 2 exhibit99-1.htm UNAUDITED FINANCIAL STATMENTS FOR THE PERIOD ENDED FEB 28, 2009

BCM RESOURCES CORPORATION

Financial Statements Expressed in Canadian Dollars

February 28, 2009 and August 31, 2008

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

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

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

See notes to financial statements. 1

BCM RESOURCES CORP.

Balance Sheets

(Stated in Canadian dollars)

February 28,		August 31,
2009		2008
(Unaudited)		(Audited)
Assets
Current
Cash	$ 42,658	$ 46,951
Term deposit	313,072	19,329
Amounts receivable	5,314	74,174
Tax credits receivable	-	389,591
Prepaid expenses	10,237	12,552
	371,281	542,597
Equipment (note 7)	16,142	18,231
Unproven mineral rights (note 4)	4,463,605	4,382,878
	$ 4,851,028	$ 4,943,706
Liabilities
Current
Accounts payable and accrued liabilities	$ 6,069	$ 21,446
	6,069	21,446
Shareholders’ Equity
Share capital (note 8)	5,224,186	5,174,186
Contributed surplus (note 8a)	672,304	672,304
Deficit	(1,051,531)	(924,230)
	4,844,959	4,922,260
	$ 4,851,028	$ 4,943,706

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

BCM RESOURCES CORP.

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

Three Month Period Ended Feb 28, 2009				Three Month Period Ended Feb 29, 2008		Six Month Period Ended Feb 28, 2009		Six Month Period Ended Feb 29, 2008
Expenses Amortization Bank charges and interest, net Consulting fees Filing and transfer agent fees Management fees Office, telephone and miscellaneous Professional fees Travel, promotion and entertainment		1,044 504 15,000 4,122 17,656 12,797 10,500 27,533 -		2,901 432 16,004 15,082 16,939 10,321 9,900 17,376 -		2,088 694 30,000 7,220 34,526 20,370 12,000 30,038 -		5,479 989 37,653 (55) 38,918 21,730 21,320 29,870 -
Net loss before other items Future income tax recovery Interest income		89,156 -(9,588)		88,955 -(5,756)		136,936 -(9,635)		155,904 -21,037
Net loss for the period		79,568		94,711		127,301		134,867
Deficit, beginning of period		971,963		1,152,930		924,230		1,112,774
Deficit, end of period	$	1,051,531	$	1,247,641	$	1,051,531	$	1,247,641
Loss per share		$0.01		$0.01		$0.01		$0.01
Weighted Average Number of Common Shares Outstanding		12,116,881		13,009,241		12,116,881		13,009,241

BCM RESOURCES CORP.

Statements of Cash Flows

(Stated in Canadian dollars) (Unaudited)

Three Month Period Ended Feb 28, 2009				Three Month Period Ended Feb 29, 2008		Six Month Period Ended Feb 28, 2009		Six Month Period Ended Feb 29, 2008
Operating Activities Net income (loss) for the period Items not affecting cash Amortization	$	(79,568) 1,044	$	(94,711) 2,901	$	(127,301) 2,088	$	(134,867) 5,479
Changes in non-cash working capital items: GST receivable Income taxes receivable Prepaid expenses Accounts payable and accrued liabilities		(2,062) 389,591 -(20,750)		141,541 --(183,110)		68,862 389,591 2,315 (15,205)		106,484 --(80,943)
Cash used in operating activities		288,255		(133,379)		320,350		(103,847)
Investing Activity Resource Property costs Capital assets Short-term investments Cash used in Investing Activity		24,519 -(299,931) (275,412)		(526,597) (1,234) 507,541 (20,290)		(30,728) -(293,743) (324,471)		(1,219,605) (1,757) 1,257,541 36,179
Financing Activities Issuance of common shares, net of costs Due to related party		-2,333		-247		-(172)		39,225 172
Cash provided by financing activities		2,333		247		(172)		39,397
Increase (decrease) in cash during the period		15,176		(153,422)		(4,293)		(28,271)
Cash, beginning of the period		27,482		331,530		46,951		206,379
Cash, end of the period	$	42,658	$	178,108	$	42,658	$	178,108
Supplemental cash flow information Cash paid for: Cash paid for: interest Shares issued for mineral property	$ $	--	$ $	32 -	$ $	-50,000	$ $	32 -

BCM RESOURCES CORP.

Notes to the Financial Statements February 28, 2009 and August 31, 2008

(Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated on February 15, 2005 under the Canada Business Corporations Act as 716576 B.C. Ltd. and changed its name to BC Moly Ltd. on June 15, 2005 and then to BCM Resources Corporation on February 16, 2006. The Company business activity is the exploration of mineral rights located in British Columbia, Canada. The Company has incurred losses since inception and at February 28, 2009 has an accumulated operating deficit of $1,051,531 (2008-$924,230). The Company does not generate cash flows from operations to fund its exploration activities and as a result has relied principally upon the issuance of equity securities for financing. The Company intends to continue relying upon the issuance of these securities to finance its operations and exploration activities to the extent such instruments are issuable under terms acceptable to the Company. The Company’s financial statements are presented on a going concern basis, which assumes that the Company will continue to re alize its assets and discharge its liabilities in the normal course of operations. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

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

Use of estimates

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

Unproven mineral rights

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

BCM RESOURCES CORP.

Notes to the Financial Statements February 28, 2009 and August 31, 2008

(Unaudited)

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

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

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

Fair value of financial instruments

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

Share capital

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

Costs incurred to issue shares are deducted from share capital.

Basis of amortization

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

Flow-through shares

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

BCM RESOURCES CORP.

Notes to the Financial Statements February 28, 2009 and August 31, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based compensation

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

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

Future income taxes

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

Environmental expenditures

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

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

Loss per common share

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

BCM RESOURCES CORP.

Notes to the Financial Statements February 28, 2009 and August 31, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting policies not yet adopted

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

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

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

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

BCM RESOURCES CORP.

Notes to the Financial Statements February 28, 2009 and August 31, 2008

(Unaudited)

3. CHANGES IN ACCOUNTING POLICIES

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

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

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

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

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

Hedges, Section 3865

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

Comprehensive Income, Section 1530

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

BCM RESOURCES CORP.

Notes to the Financial Statements February 28, 2009 and August 31, 2008

(Unaudited)

UNPROVEN MINERAL RIGHTS
Terrace, British Columbia, Canada
August 31, 2008		Additions	February 28 2009
Acquisition costs Assay Camp and miscellaneous Drilling Geological Mapping Survey Travel, helicopter and accommodation Mineral exploration tax credit claim	$ 169,506 102,036 238,603 2,077,524 1,157,346 101,870 180,906 744,678 (389,591)	$ 50,000 6,447 --34,460 2,588 -17,713 (30,481)	$ 219,506 108,483 238,603 2,077,524 1,191,806 104,458 180,906 762,391 (420,072)
Balance, end of year	$ 4,382,878	$ 80,727	$ 4,463,605

The Company has an option agreement to earn a 100% interest in 10 mineral rights subject to a 1.5% net smelter return, of which, 0.75% can be acquired for $750,000 by paying $90,000 ($65,000 paid) and issuing 350,000 common shares (250,000 issued).

5. RELATED PARTY TRANSACTIONS

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

a) During the six months ended February 28, 2009, the President charged the Company $30,000 in management fees (2008 -$65,000).

b) During the six months ended February 28, 2009, a Director charged the Company $30,000 in consulting fees (2008 -$65,000).

	BCM RESOURCES CORP. Notes to the Financial Statements February 28, 2009 and August 31, 2008 (Unaudited)
6. EQUIPMENT
	February 28, 2009 Cost Accumulated Amortization	Net	August 31, 2008 Net
Computer equipment Software Office furniture	$ 4,796 $ 3,152 $ 11,530 11,530 24,706 10,208	1,644 -14,498	$ 2,122 -16,109

$ 41,032 $ 24,890 $ 16,142 $ 18,231

7. SHARE CAPITAL

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

Issued: Number of Contributed Shares Amount Surplus

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

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

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

Balance, February 28, 2009 12,175,511 $ 5,224,186 $ 672,304

During the six months ending February 28, 2009:

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

b) Stock-based compensation and share purchase options

The Company recorded stock-based compensation for the six months ending February 28, 2009 of $nil (2008 -$nil).

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

BCM RESOURCES CORP.

Notes to the Financial Statements February 28, 2009 and August 31, 2008

(Unaudited)

8. SHARE CAPITAL (continued)

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

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

The continuity of share purchase options is as follows:

February 28, 2009 August 31, 2008 Number of Weighted Number of Weighted Shares Price $ Shares Price $

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

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

Weighted remaining life in years 2.82 3.32

c) Share purchase warrants

The continuity of share purchase warrants is as follows:

February 28, 2009 Weighted Shares Price $			August 31, 2008 Number of Weighted Shares Price $
Opening balance Granted Exercised Expired Balance of warrants	-----	-----	2,170,490 --(2,170,490) -	0.90 --(0.90) -
Remaining life in years	0.00		0.00

9. SUBSEQUENT EVENTS -NIL

EX-2 3 exhibit99-2.htm MD & A FOR INTERIM PERIOD ENDED FEB 28, 2009

MANAGEMENT DISCUSSION AND ANALYSIS For the Six Months Ended February 28, 2009

The following is a discussion and analysis of the consolidated financial condition and operating results of BCM Resources Corporation (the “Company” or “BCM”) for the six months ended February 28, 2009. The discussion should be read in conjunction with the unaudited interim financial statements of the Company and the notes thereto for the six months ended February 28, 2009 and the audited consolidated financial statements for the period ended August 31, 2008. The unaudited interim financial statements are prepared under Canadian generally accepted accounting principles and include the operating results of the Company and its subsidiaries. Unless expressly stated otherwise, all financial information is presented in Canadian dollars.

OVERVIEW

BCM Resources Corporation (Symbol "B", TSX-Venture Exchange) is a Vancouver-based, mineral exploration company primarily focused on the discovery of viable molybdenum deposits as well as other base and precious metals at its six 100% owned projects located in the vicinity of Terrace, B.C. To date the company has made two significant molybdenum discoveries at its Shan North and Shan South properties. The Company is in the exploration stage and has not yet had any revenue from the activities on its properties, nor has the Company yet found that development activity is warranted on any of its properties. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

The Company’s projects are located in the Terrace area of northwestern British Columbia and total 7,604 hectares (18,790 acres). Sufficient exploration work has been completed on the properties to maintain them in good standing with the BC Ministry of Energy, Mines and Petroleum Resources until 2017. The Shan claims and adjoining McRae claim blocks enjoy excellent access to infrastructure as they lie adjacent to the Skeena River, which serves as the principal east-west corridor in northwestern BC. On the Shan/McRae side of the river, runs a transcontinental railway leading to the deep water port of Prince Rupert (60 km west). On the opposite side of the river, linked by a bridge that serves a network of logging roads into the Company's claims, is a main arterial highway (Highway 16). In addition to transportation infrastructure, the BC Hydro power grid is located only 4 km from the project. Both Terrace (20 km south) and Smithers (200 km east), have well-developed mining exploration service industries .

ACTIVITIES OF THE COMPANY

The Company is concentrating its efforts in on exploration for molybdenum in the Terrace area of northern British Columbia. A summary of activities during 2008 and plans for the 2009 exploration season are as follows:

Shan South Exploration Exploration activities during 2008 at Shan South expanded the area of known molybdenum mineralization surrounding the Las Margaritas molybdenum discovery zone to an area of approximately 4 by 2 kilometres. Within this region, five zones of anomalous molybdenum values, all potentially similar in size and geological character to the Las Margaritas discovery

At Shan South the area of known mineralization is approximately 4 by 2 km. Exploration work in 2009 will focus on the north slope of the South Shan ridge. Also under consideration is research to improve the Shan South exploration model by; a) determining the relative age and degree of alteration of mineralized and adjacent volcanic rock types and b) testing the molybdenum feeder fault zones for indicator minerals and trace-elements.

Lorne Exploration Field work on the Lorne claims in 2008 suggests potential for mineralization beneath the valley floor. Sediments from springs and seeps along the edge of the valley contain much higher molybdenum values than found elsewhere in the area, up to 954 ppm. This may be caused by circulating groundwater transporting metals from an underlying mineralized body.

McRae Exploration Using results from the 2007 airborne geophysical survey as a guide, minor mapping and sampling programs were performed in 2008 and will continue as conditions permit.

Shan North Exploration Field work in 2008 at Shan North was focused on extending the mineralized trend at the Banana Lake region and to establish additional drill targets there. Other areas of interest identified through detailed study of 3-D magnetic models (created from the 2007 aero-mag survey) were also investigated. Soil and moss mat samples were included in the program.

Soil lines on the north side of Banana Lake confirmed that the NW trending mineralized corridor extends to the north, with anomalous soils indicating a zone about 75 m wide. A new area of interest (corresponding to an area of decreased magnetic susceptibility) was indentified with increased zinc, copper and molybdenum assays. This was found in the eastern-most portion of the area sampled and indicates potential for mineralization to the east of the 2008 fieldwork.

Asia Pacific Investment Mission BCM Resources Corp. along with a select group of junior mineral exploration companies operating in BC were invited by the BC Ministry of Energy, Mines and Petroleum Resources to participate in a November 2008 Asia Pacific Investment Mission to Beijing, Tokyo and Seoul. In addition to presenting BCM’s molybdenum projects at the China Mining Congress & Expo 2008, held in Beijing, Company representatives show-cased BCM and its projects to a range of Asian corporations, government & stock exchange officials, all interested in establishing relationships and/or investing in mineral exploration in BC, at a number of investment symposiums and meetings hosted or arranged by the BC Ministry along with the Canadian embassies in Beijing, Tokyo and Seoul.

As a result of this recent trip to Asia, BCM has provided detailed technical data to a number of interested Asian companies who have signed Confidentiality Agreements. These companies are reviewing the data and discussions of potential opportunities are ongoing.

The following selected financial information is derived from the audited financial statements and notes thereto. The information has been prepared in accordance with Canadian GAAP.

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

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

RESULTS OF OPERATIONS

For the six months ended February 28, 2009, total revenues were nil. Total expenses were $127,301 for the six months ended February 28, 2009. This compares with total expenses of $134,867 for the six months ended February 29, 2008.

SELECTED QUARTERLY FINANCIAL INFORMATION

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

	Quarter ended Feb. 28, 2007	Quarter ended May. 31, 2007	Quarter ended Aug. 31, 2007	Quarter ended Nov. 30, 2007	Quarter ended Feb. 28, 2008	Quarter ended May 31, 2008	Quarter ended Aug 31, 2008	Quarter ended Nov. 30, 2008	Quarter ended Feb. 28, 2009
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net income (loss)	(81,429)	(545,426)	123,304	(40,156)	(94,711)	(66,779)	$390,190	(47,733)	(79,568)
Income (loss) per share	(0.03)	(0.04)	0.01	(0.00)	($0.01)	($0.01)	$0.02	(0.004)	(0.01)

LIQUIDITY AND CAPITAL RESOURCES

As at February 28, 2009 the Company had a working capital surplus of $365,212 ($521,151 surplus at August 31, 2008). The Company’s current assets at February 28, 2009 include $42,658 in cash ($46,951 – August 31, 2008), $5,314 in GST receivable ($74,174 – August 31, 2008), $nil in tax credits receivable ($389,591 – August 31, 2008), term deposits of $313,072 and $10,237 in prepaid expenses. The Company has no other liquid assets as at February 28, 2009. The Company has total non-current assets of $4,479,747 of which $4,463,605 is capitalized exploration expenditures. Accounts payable and amounts Due to Related Parties have decreased to $6,069 on February 28, 2009 from $24,446 on August 31, 2008.

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

SHARE CAPITAL

The total number of shares outstanding as at February 28, 2009 was 12,175,511.

There were 1,035,000 stock options outstanding, exercisable at a weighted average price of $0.85 per share and having an average weighted life of 2.82 years.

On February 28, 2009 the Company had no share purchase warrants outstanding.

RELATED PARTY TRANSACTIONS

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

CHANGES IN ACCOUNTING POLICIES

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

STOCK OPTIONS

No stock options were exercised during the six months ended February 28, 2009.

ADDITIONAL INFORMATION

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

EX-3 4 exhibit99-3.htm CEO CERTIFICATE OF INTERIM FILINGS - INTERIM FILING FEB 28, 2009

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

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

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of BCM Resources Corporation (the “issuer”) for the interim period ended February 28, 2009.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 12, 2009

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

NOTE TO READER

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

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

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

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

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

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

EX-4 5 exhibit99-4.htm CFO CERTIFICATE OF INTERIM FILINGS - INTERIM FILING FEB 28, 2009

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

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

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of BCM Resources Corporation (the “issuer”) for the interim period ended February 28, 2009.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 12, 2009

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

NOTE TO READER

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

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

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