U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
..X... Annual report under section 13 or 15(d) of the Securities Ex-
change Act of 1934 for the fiscal year ended April 30, 1999.
Commission File No: 0-28530
BOULDER CAPITAL OPPORTUNITIES, INC.
(Name of small business in its charter)
Colorado 84-1341980
(State or other jurisdiction (IRS Employer
of Incorporation) Identification No.)
192 Searidge Court
Shell Beach, CA 93449
(Address of Principal Office) Zip Code
Issuer's telephone number: (805) 773-5350
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Exchange on which registered
Not Applicable Not Applicable
Securities to be registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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. Yes ..X.. No .....
Check if 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. ..X..
State issuer's revenue for its most recent fiscal year: $ 0.
State the aggregate market value of the voting stock held by nonaffili-
ates 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: $ 0.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,010,000 as of
July 12, 1999.
(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification
purposes.
Transitional Small Business Disclosure
Format:
Yes .... No ..X..
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
The Company was incorporated under the laws of the State of
Colorado on April 22, 1996, and as of the date of this report on Form
10-KSB remains in the development stage. To date the Company's
only activities have been organizational ones, directed at developing its
business plan and raising its initial capital, and efforts to locate a
suitable business acquisition candidate. The Company has not com-
menced any commercial operations. The Company has no full-time
employees and owns no real estate.
The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value. The
acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets or
a business entity, such as a corporation, joint venture, or partnership.
The Company has very limited capital, and it is unlikely that the
Company will be able to take advantage of more than one such busi-
ness opportunity. The Company intends to seek opportunities demon-
strating the potential of long-term growth as opposed to short-term
earnings.
As of the end of its fiscal year ending April 30, 1999, the
Company had not identified a particular business opportunity it
intended to pursue. However, subsequent to the end of its fiscal year,
the Company identified a business acquisition candidate, and on or
about June 25, 1999, the Company and certain of its principal
shareholders entered into a Reorganization and Stock Purchase
Agreement with Stan Lee Media, Inc., a Delaware corporation, and
Robert G. Bryan.
The transactions contemplated by the Reorganization and Stock
Purchase Agreement include a 2.5:1 forward stock split, sale by certain
principal shareholders of the Company of approximately 2,028,825
shares (post split) to a group of purchasers designated by Stan Lee
Media, Inc., and the issuance of 8,500,000 new shares in exchange for
all of the issued and outstanding common stock of Stan Lee Media,
Inc. Closing under the Reorganization and Stock Purchase Agreement
is currently scheduled for approximately August 12, 1999.
In the event the Company completes closing under the
Reorganization and Stock Purchase Agreement, it will result in a
change in control. In addition, it will position the Company to
commence business operations through its wholly-owned subsidiary,
Stan Lee Media, Inc. Its business activities are expected to include
deploying the global brand, intellectual property development
capabilities and goodwill of comic book publisher Stan Lee to the
Internet, as well as to other new media and traditional media
platforms. Other business activities are expected to include engaging
in e-commerce through product and merchandise sales, on-line
publishing, gaming, distance learning, financial services, sponsorships,
co-branding, advertising, product placement and endorsements.
The Company's search for acquisition candidates has been
directed toward small and medium-sized enterprises which having a
desire to become public corporations and which are able to satisfy, or
anticipate in the reasonably near future being able to satisfy, the
minimum asset requirements in order to qualify shares for trading on
NASDAQ. The Company believes that Stan Lee Media, Inc., satisfies
these criteria.
The Company has not restricted its search for investment
opportunities to any particular geographical area, industry or type of
business acquisition. In the event the proposed transaction with Stan
Lee Media, Inc., is not consummated, the Company will resume its
search and will again not limit or restrict itself to any particular
geographical area, industry or type of business acquisition.
The current officers and directors of the Company are expected
to resign their management positions in conjunction with completion of
the business acquisition transaction with Stan Lee Media, Inc.
Following such resignations, the Company's current management will
not have any control over the conduct of the Company's business.
INVESTIGATION AND SELECTION OF BUSINESS
OPPORTUNITIES
The analysis of business opportunities was undertaken by or
under the supervision of the Company's President. In selecting Stan
Lee Media, Inc., as its business acquisition target, the Company
considered, among other things, the following factors:
(1) Potential for growth and profitability as a result of
the plan to deploy the global brand, intellectual property development
capabilities and goodwill of Stan Lee Media, Inc. to the Internet;
(2) The Company's perception of how this business
opportunity will be received by the investment community and by the
Company's stockholders;
(3) The possibility or likelihood that following the
business combination, the Company's financial condition will be, or
will have a significant prospect in the foreseeable future of becoming,
sufficient to enable the securities of the Company to qualify for listing
on an exchange or on a national automated securities quotation system,
such as NASDAQ;
(4) Capital requirements and anticipated availability of
required funds;
(5) The extent to which the business opportunity can be
advanced;
(6) Competitive position as compared to other
companies of similar size and experience within the industry segment
as well as within the industry as a whole;
(7) Strength and diversity of existing management, or
management prospects that are scheduled for recruitment;
(8) The cost of participation by the Company as
compared to the perceived tangible and intangible values and potential;
and
(9) The accessibility of required management expertise,
personnel, raw materials, services, professional assistance, and other
required items.
No one of the factors described above was controlling in the
selection of the business opportunity.
In the event the proposed business acquisition transaction with
Stan Lee Media, Inc., is not consummated, and it is necessary for the
Company to resume its search for a suitable business acquisition
candidate, management will attempt to analyze all factors appropriate
to each opportunity and make a determination based upon reasonable
investigative measures and available data. However, potential
investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.
Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive in the event the proposed
transaction with Stan Lee Media, Inc. is not consummated. These
include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital
through the public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial,
and acquisition candidates which plan to acquire additional assets
through issuance of securities rather than for cash, and believe that the
possibility of development of a public market for their securities will
be of assistance in that process. Acquisition candidates which have a
need for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.
FORM OF ACQUISITION
The transaction with Stan Lee Media, Inc., is structured as a
share exchange, in which the Company will acquire all of the issued
and outstanding common stock of Stan Lee Media, Inc., in exchange
for the issuance of 8,500,000 shares of the Company's authorized but
previously unissued common stock.
It is impossible to predict the manner in which the Company
may participate in a new business opportunity in the event the
proposed transaction with Stan Lee Media, Inc., is not consummated.
Specific business opportunities will be reviewed as well as the
respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal
structure or method deemed by management to be suitable will be
selected. Such structure may include, but is not limited to leases,
purchase and sale agreements, licenses, joint ventures and other
contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger,
consolidation or reorganization of the Company with other corpora-
tions or forms of business organization, and although it is likely, there
is no assurance that the Company would be the surviving entity. In
addition, the present management and stockholders of the Company
most likely will not have control of a majority of the voting shares of
the Company following a reorganization transaction. As part of such a
transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company. Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the issuance to the stockholders of the acquired company
of a controlling interest (i.e. 80% or more) of the common stock of
the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather
than other "tax free" provisions provided under the Internal Revenue
Code, the Company's current stockholders would retain in the
aggregate 20% or less of the total issued and outstanding shares. This
could result in substantial additional dilution in the equity of those
who were stockholders of the Company prior to such reorganization.
Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors
and principal shareholders. (See "Description of Business - General").
CAUTIONARY STATEMENT FOR PURPOSES OF THE
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-KSB are forward-looking
statements based on current expectations, and involve risks and
uncertainties. Forward-looking statements include, but are not limited
to, statements under the following headings:
(i) "Description of Business - General" - the general
description of the Company's plan to seek a merger or acquisition
candidate, and the types of business opportunities that may be pursued.
(ii) "Description of Business - Investigation and Selection of
Business Opportunities" - the steps which may be taken to investigate
prospective business opportunities, and the factors which may be used
in selecting a business opportunity.
(iii) "Description of Business - Form of Acquisition" - the
manner in which the Company may participate in a business
acquisition.
(iv) "Management Discussion and Analysis or Plan of
Operation" - the possibility that the Company may receive revenue
from operations and its need for additional capital during the current
fiscal year, and the existence of potential Year 2000 issues.
The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to
carry out its business plan in the manner described herein.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company does not currently maintain an office or any
other facilities. It does currently maintain a mailing address at 192
Searidge Court, Shell Beach, California 93449, which is the office
address of its President. The Company pays no rent for the use of this
mailing address. In the event the Company completes the proposed
business acquisition transaction with Stan Lee Media, Inc., it is
anticipated that the Company will thereafter maintain offices at the
same location as those currently maintained by Stan Lee Media, Inc.,
in Encino, California. The Company's current telephone number is
(805) 773-5350.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5% of the securities of the
Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.
No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
April 30, 1999.
Part II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Although the Company's shares have been approved for trading
on the OTC Bulletin Board since December, 1997, under the trading
symbol "BCOI," no actual trading of such shares occurred at any time
during the fiscal year ended April 30, 1999. As of April 30, 1999, the
Company's securities were currently held of record by a total of
approximately 333 persons.
No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared
or paid in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity other than the receipt of proceeds in
the amount of $8,025 from its inside capitalization funds and the
expenditure of such funds in furtherance of the Company's business
plan, including primarily expenditure of funds to pay legal and
accounting expenses. The Company also received a total of $11,729
in additional paid in capital as a result of payments made by
shareholders on its behalf. Consequently, the Company's balance sheet
for the fiscal year ended April 30, 1999, reflects no current assets, and
total assets of $710 in the form of unamortized organization costs.
Results of Operations
During the period from April 22, 1996 (inception) through
April 30, 1999, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital, preparation
and filing of the registration of its securities under the Securities
Exchange Act of 1934, as amended, compliance with its periodical
reporting requirements, and efforts to locate a suitable merger or
acquisition candidate. No revenues were received by the Company
during this period.
In the event the Company does not complete the proposed
merger transaction with Stan Lee Media, Inc, it anticipates that for the
fiscal year ending April 30, 2000, it will incur a loss as a result of
expenses associated with compliance with the reporting requirements
of the Securities Exchange Act of 1934, and expenses associated with
locating and evaluating acquisition candidates.
Until the Company completes a business acquisition transaction
it is not expected to generate revenues. In the event the Company
completes the proposed share exchange transaction with Stan Lee
Media, Inc., which is currently scheduled to close on or about August
12, 1999, it is anticipated that the Company will generate revenues
during the fiscal year through the operations of Stan Lee Media, Inc.,
as its wholly owned subsidiary. However, current management is not
in a position to estimate or to determine the prospective level of
revenue. The Company may nevertheless continue to operate at a loss
after completing a business combination, depending upon the
performance of the acquired business.
Need for Additional Financing
The Company will require additional capital in order to meet
its cash needs for the next year. At a minimum, this will include
sufficient capital to pay the costs associated with completing the
proposed share exchange transaction with Stan Lee Media, Inc., and
the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934 until it is able to complete the
proposed share exchange transaction.
No specific commitments to provide additional funds have been
made by management or other stockholders, and the Company has no
current plans, proposals, arrangements or understandings with respect
to the sale or issuance of additional securities prior to the location of a
merger or acquisition candidate. Accordingly, there can be no
assurance that any additional funds will be available to the Company
to allow it to cover its expenses. Notwithstanding the foregoing, to the
extent that additional funds are required, the Company anticipates
receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities,
or through the private placement of restricted securities rather than
through a public offering. The Company does not currently
contemplate making a Regulation S offering.
In the event the Company completes the proposed share
exchange transaction with Stan Lee Media, Inc., its needs for
additional capital will change. Current management has no basis upon
which to determine the possible capital needs of the Company
following completion of the contemplated share exchange transaction.
Year 2000 issues are not currently material to the Company's
business, operations or financial condition, and the Company does not
currently anticipate that it will incur any material expenses to
remediate Year 2000 issues it may encounter. However, Year 2000
issues may become material to the Company following its completion
of a business combination transaction. In that event, the Company will
be required to adopt a plan and a budget for addressing such issues.
ITEM 7. FINANCIAL STATEMENTS.
See following pages.
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
For the Year Ended April 30, 1999
with Independent Auditor's Report
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditor - 14
Statement of Financial Position - 15
Statements of Operations - 16
Statement of Stockholders' Equity - 17
Statement of Cash Flows - 21
Notes to Financial Statements - 23
REPORT OF INDEPENDENT AUDITOR
Board of Directors
BOULDER CAPITAL OPPORTUNITIES, INC.
Shell Beach, California
I have audited the accompanying statements of financial position of
BOULDER CAPITAL OPPORTUNITIES, INC. (a development stage
company) as of April 30, 1999 and 1998 and the related statements of
operations, shareholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that
my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BOULDER CAPITAL
OPPORTUNITIES, INC. (a development stage company) as of April
30, 1999 and 1998 and the results of its operations, shareholders'
equity and cash flows for the years then ended in conformity with
generally accepted accounting principles.
Gerald R. Perlstein
Los Angeles, California
May 6, 1999
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
Statement of Financial Position
April 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ASSETS
Current Assets:
Cash 0 74
Total Current Assets 0 74
Other Assets:
Organizational costs, net 710 1,065
Total Assets 710 1,139
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable 2,297 1,264
Total Current Liabilities 2,297 1,264
Shareholders' Equity
Preferred Stock - no par value;
10,000,000 shares authorized;
No shares issued and outstanding
Common Stock - no par value;
100,000,000 shares authorized;
1,010,000 shares issued
and outstanding 8,025 8,025
Additional paid-in-capital 11,729 7,486
Accumulated deficit during
development stage (21,341) (15,636)
Total Shareholders' Equity (1,587) (125)
Total Liabilities and
Shareholders' Equity 710 1,139
</TABLE>
The Accompanying Notes are an integral part of these Financial Statements.
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
Statements of Operations
For the Years Ended April 30, 1999 and 1998
and the Period From April 22, 1996 (Date of Inception)
to April 30, 1999
<TABLE>
<CAPTION>
Since
1999 1998 Inception
<S> <C> <C> <C>
Revenues None None None
Cost and expenses 5,705 6,612 21,341
Net Loss (5,705) (6,612) (21,341)
Weighted average common
shares outstanding 1,010,000 1,010,000 1,010,000
Loss per share (.006) (.006) (.021)
</TABLE>
The Accompanying Notes are an integral part of the Financial
Statements.
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
Statement of Shareholders' Equity
For the Years Ended April 30, 1999 and 1998
and For the Period From April 22, 1996 (Date of Inception)
to April 30, 1999
(Page 1 of 2)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In
Number Amount Capital
<S> <C> <C> <C>
Shares issued at
inception for services
at $.0025 per share 710,000 1,775
Shares issued for cash:
at $.0025 per share 100,000 250
at $.03 per share 200,000 6,000
Net loss for period
Balance April 30,
1996 1,010,000 8,025
Net loss for year
Balance April 30,
1997 1,010,000 8,025
Contributed capital 7,486
Net loss for year
Balance April 30,
1998 1,010,000 8,025 7,486
Contributed capital 4,243
Net loss for year
Balance April 30,
1999 1,010,000 8,025 11,729
</TABLE>
The Accompanying Notes are an integral part of the Financial
Statements.
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
Statement of Shareholders' Equity
For the Years Ended April 30, 1999 and 1998
and For the Period From April 22, 1996 (Date of Inception)
to April 30, 1999
(Page 2 of 2)
<TABLE>
<CAPTION>
Acc. Deficit
During Total
Development Shareholders'
Stage Equity
<S> <C> <C>
Shares issued at
inception for services
at $.0025 per share 1,775
Shares issued for cash:
at $.0025 per share 250
at $.03 per share 6,000
Net loss for period (2,501) (2,501)
Balance April 30,
1996 (2,501) 5,524
Net loss for year (6,523) (6,523)
Balance April 30,
1997 (9,024) (999)
Contributed capital 7,486
Net loss for year (6,612) (6,612)
Balance April 30,
1998 (15,636) (125)
Contributed capital 4,243
Net loss for year (5,705) (5,705)
Balance April 30,
1999 (21,341) (1,587)
</TABLE>
The Accompanying Notes are an integral part of the Financial
Statements.
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended April 30, 1999 and 1998
and For the Period April 22, 1996 (Date of Inception)
to April 30, 1999
<TABLE>
<CAPTION>
Since
1999 1998 Inception
<S> <C> <C> <C>
Cash Flows from Operating activities:
Net loss (5,705) (6,612) (21,341)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 355 355 1,065
Increase (Decrease) in
accounts payable 1,033 (2,329) (2,297)
Net cash used in operating
activities: (4,317) (8,586) (17,979)
Cash Flows from Investing Activities:
None
Cash Flows from Financing Activities:
Proceeds from issuance of
Common Stock -- -- 6,250
Proceeds from contributed
capital 4,243 7,486 11,729
Net cash provided by
financing activities: 4,243 7,486 17,979
Net Increase (Decrease) in cash (74) (1,100) 0
Cash beginning of year (period) (74) 1,174 0
Cash end of year (period) 0 74 0
</TABLE>
The Accompanying Notes are an integral part of the Financial
Statements.
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
As of April 30, 1999 and For The Period
April 22, 1996 (Date of Inception) to April 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
A. Organization and Business:
Boulder Capital Opportunities, Inc. (the "Company") was
incorporated in the State of Colorado on April 2, 1996. The
Company is an enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board,
and has not engaged in any significant business other than
organizational efforts. The Company intends to operate as a
capital market access corporation and to acquire existing
businesses through merger or acquisition.
B. Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principals requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ
from those estimates.
C. Loss Per Share:
Loss per share of common stock is computed using the
weighted average number of common shares outstanding during
the periods shown.
D. Organizational Costs:
Organizational costs include costs incurred for professional
services at the inception of the Company and these costs are
being amortized over a five year period using the straight-line
method.
E. Change In Control of the Company:
A change in control of the Company occurred on August 19,
1997. On that date the majority shareholder and other
shareholders sold most of their shares of common stock of the
Company to a group of investors who previously had held a
minority interest.
F. Income Taxes:
The Company owes no federal income taxes. Any loss carry
forward incurred from date of inception until the change in
control of the Company will be disallowed.
G. Prior Audit:
The financial statements of the Company as of April 30, 1997
and for the period April 22, 1996 (Date of Inception) to April
30, 1997, were audited by other auditors whose report dated July
10, 1997, expressed an unqualified opinion on those financial
statements.
H. Statement of Cash Flows:
Supplemental disclosure of cash flow information is as
follows:
On April 22, 1996, professional services valued at $1,775
were capitalized as organizational costs, and exchanged for
710,000 shares of common stock.
There has been no cash paid for interest or taxes for the
period ended April 30, 1996 (date of inception) to April 30,
1999.
2. SHAREHOLDERS' EQUITY
On April 22, 1996, the Company issued 710,000 shares of its
no par value common stock to affiliates for services valued at
their fair market value of $1,775. This amount has been
recorded as organizational costs and is being amortized over a
five year period.
On April 23, 1996, the Company issued 100,000 shares of its
no par value common stock to its President at $.0025 per share
or $250.
On April 30, 1996, the Company issued 200,000 shares of its
no par value common stock to various investors for $6,000.
During the year ended April 30, 1998 and 1999, the majority
shareholder contributed working capital in the amount of $7,486
and $4,243, respectively.
3. COMMITMENTS
The Company has no outstanding commitments or obligations,
nor is it a party to any litigation. The Company presently shares
office space with the majority shareholder for which it pays no
rent.
4. RELATED PARTY TRANSACTIONS
A shareholder is an officer of the law firm which is the
Company's general and securities counsel. For the years ended
April 30, 1998 and 1999, and since inception, the Company has
incurred $7,750, $4,001, and $16,072, respectively, for legal
services rendered, of which $2,297 was payable at April 30,
1999.
5. SUBSEQUENT EVENT
On or about June 25, 1999, the Company and certain of its
principal shareholders entered into a Reorganization and Stock
Purchase Agreement with Stan Lee Media, Inc., a Delaware
corporation, and Robert G. Bryan. The transactions
contemplated by the Reorganization and Stock Purchase
Agreement include a 2.5:1 forward stock split, sale by certain
principal shareholders of the Company of approximately
2,028,825 shares (post split) to a group of purchasers designated
by Stan Lee Media, Inc., and the issuance of 8,500,000 new
shares in exchange for all of the issued and outstanding common
stock of Stan Lee Media, Inc. Closing under the
Reorganization and Stock Purchase Agreement is currently
scheduled for approximately August 12, 1999. In the event the
Company completes closing under the Reorganization and Stock
Purchase Agreement, it will result in a change in control.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
Any client-auditor relationship which existed between the
Company and Stark Tinter & Associates, LLC, 5299 DTC
Boulevard, Suite 300, Englewood, Colorado 80111, the
independent accountant previously engaged as the principal
accountant to audit the Company's financial statements, was
terminated effective May 1, 1998. As of that date the Company
elected to engage a new independent accountant, Gerald R.
Perlstein, CPA, 1260 S. Beverly Glen Boulevard, Suite 106, Los
Angeles, California 90024, as the principal accountant to audit
the Company's financial statements for the fiscal year ended
April 30, 1999. The decision to change accountants was
recommended and approved by the board of directors of the
Company.
There were no disagreements with Stark Tinter & Associates,
LLC, at any time, on any matters of accounting principles or
practices, financial statement disclosures, or auditing scope or
procedures.
Part III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and
Tenure
<S> <C> <C>
Mark DiSalvo 48 President and Director
Leah DiSalvo 49 Secretary
</TABLE>
Biographical Information
Mark DiSalvo
Mark DiSalvo has been the President and a Director of the
Company since August, 1997. He is also currently self-
employed as a business consultant, providing consulting services
relating to mergers and acquisitions. Mr. DiSalvo has also been
engaged in the securities business in various capacities from 1984
to the present. Mr. DiSalvo served as President, Chairman of
the Board of Directors, Chief Executive Officer, Treasurer and
Secretary of SITEK, Incorporated, a publicly traded development
stage company (formerly Dentmart Group, Ltd.) from March,
1997 to July 1998. He is the husband of Leah DiSalvo.
Leah DiSalvo
Leah DiSalvo has been the Secretary of the Company since
August, 1997. Mrs. DiSalvo has worked with her husband,
Mark A. DiSalvo, in the securities business in various capacities
from 1984 to the present.
The directors named above will serve until the next annual
meeting of the Company's stockholders or until their successors
are duly elected or appointed. Thereafter, directors will
generally be elected for one-year terms at the annual stock-
holders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment
agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between any of the
directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected
as a director or officer.
The directors and officers will devote their time to the Com-
pany's affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month,
or more than forty hours per month, but more than likely will
fall within the range of five to ten hours per month.
Compliance With Section 16(a) of the Exchange Act.
To the best knowledge and belief of the Company, its officers,
directors and principal shareholders who are required to comply
with Section 16(a) of the Exchange Act did not file a report on
Form 5 within 45 days after April 30, 1999 (the end of the
preceding fiscal year). However, to the Company has requested
that all of its officers, directors and principal shareholders
complete such filings as soon as reasonably possible, and it is
currently anticipated that all such filings will be completed on or
before July 31, 1999.
ITEM 10. EXECUTIVE COMPENSATION.
No officer or director received any remuneration from the
Company during the fiscal year. Until the Company acquires
additional capital, it is not intended that any officer or director
will receive compensation from the Company other than
reimbursement for out-of-pocket expenses incurred on behalf of
the Company. See "Certain Relationships and Related
Transactions." The Company has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the
future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of the end of the Company's
most recent fiscal year, the number of shares of Common Stock
owned of record and beneficially by executive officers, directors
and persons who hold 5.0% or more of the outstanding Common
Stock of the Company. Also included are the shares held by all
executive officers and directors as a group.
<TABLE>
<CAPTION>
Name and Number of Shares Percent
Address Owned Beneficially of Class
Owned
<S> <C> <C>
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449
370,000<F1> 36.63%
Santina Anness
9554 Via Solerno
Burbank, CA 91504
100,000 9.90%
Robert Greenspan
400 Corporate Point Suite 560
Culver City, CA 90230
100,000 9.90%
Alissa DiSalvo
192 Searidge Court
Shell Beach, CA 93349
100,000 9.90%
Matthew DiSalvo
192 Searidge Court
Shell Beach, CA 93449
100,000 9.90%
Robert Kern
23676 Blythe Street
West Hills, CA 91304
100,000 9.90%
All directors and
executive officers
(2 persons)
370,000<F1> 36.63%
<FN>
<F1>
Includes 270,000 shares owned by California Brokerage
Services, Inc., of which Mr. DiSalvo may be deemed to be the
beneficial owner. Mr. DiSalvo is an officer and director of the
Company.
</FN>
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Indemnification of Officers and Directors
As permitted by Colorado law, the Company's Articles of In-
corporation provide that the Company will indemnify its
directors and officers against expenses and liabilities they incur
to defend, settle, or satisfy any civil or criminal action brought
against them on account of their being or having been Company
directors or officers unless, in any such action, they are adjudged
to have acted with gross negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provi-
sions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore,
unenforceable.
Exclusion of Liability
Pursuant to the Colorado Corporation Code, the Company's
Articles of Incorporation exclude personal liability for its
directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach
of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, acts in violation of Section 7-5-114 of the Colorado
Corporation Code, or any transaction from which a director re-
ceives an improper personal benefit. This exclusion of liability
does not limit any right which a director may have to be
indemnified and does not affect any director's liability under
federal or applicable state securities laws.
Previous Change of Control
On August 19, 1997, Mark DiSalvo and certain other persons
designated by Mr. DiSalvo purchased a total of 639,000 shares
of the Company's common stock for a total purchase price of
$12,000. In a previous transaction in November 1996,
California Brokerage Services, Inc., a company controlled by
Mr. DiSalvo had purchased 270,000 shares of the Company's
common stock for a total purchase price of $28,000. On or
about April 15, 1998, California Brokerage Services, Inc.,
purchased an additional 66,000 shares for a total purchase price
of $24,750 and transferred such shares to persons designated by
Mr. DiSalvo.
The various prices paid for purchase of shares by Mr.
DiSalvo, California Brokerage Services, Inc., and other
purchaser designated by them, were the result of arms length
negotiations. Following completion of the transactions described
herein, Mr. DiSalvo, California Brokerage Services, Inc., and
the other persons designated by them, owned a total of 975,000
shares, or approximately 96.53% of the Company's issued and
outstanding stock. A total of 370,000 of such shares, or
approximately 36.63% of the issued and outstanding stock, was
owned directly or indirectly, by Mr. DiSalvo.
Contemplated Change of Control
On or about June 25, 1999, the Company and certain of its
principal shareholders entered into a Reorganization and Stock
Purchase Agreement with Stan Lee Media, Inc., a Delaware
corporation, and Robert G. Bryan. The transactions
contemplated by the Reorganization and Stock Purchase
Agreement include a 2.5:1 forward stock split, sale by certain
principal shareholders of the Company of approximately
2,028,825 shares (post split) to a group of purchasers designated
by Stan Lee Media, Inc., and the issuance of 8,500,000 new
shares in exchange for all of the issued and outstanding common
stock of Stan Lee Media, Inc. Closing under the
Reorganization and Stock Purchase Agreement is currently
scheduled for approximately August 12, 1999. In the event the
Company completes closing under the Reorganization and Stock
Purchase Agreement, it will result in a change in control. The
Company will have a total of approximately 11,025,000 shares
outstanding. Current shareholders of the Company will own
496,125 shares, or approximately 4.5% of the outstanding stock,
and the Company's current officers and directors will resign and
appoint successors designated by Stan Lee Media, Inc.
Conflicts of Interest
None of the officers of the Company will devote more than a
portion of his or her time to the affairs of the Company. There
will be occasions when the time requirements of the Company's
business conflict with the demands of the officers' other business
and investment activities. Such conflicts may require that the
Company attempt to employ additional personnel. There is no
assurance that the services of such persons will be available or
that they can be obtained upon terms favorable to the Company.
Although management has no current plans to cause the
Company to do so, it is possible that the Company may enter
into an agreement with an acquisition candidate requiring the sale
of all or a portion of the Common Stock held by the Company's
current principal stockholders to the acquisition candidate or
principals thereof, or to other individuals or business entities, or
requiring some other form of payment to the Company's current
stockholders, or requiring the future employment of specified
officers and payment of salaries to them. It is more likely than
not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price sub-
stantially higher than that originally paid by such stockholders.
Any payment to current stockholders in the context of an acquisi-
tion involving the Company would be determined entirely by the
largely unforeseeable terms of a future agreement with an
unidentified business entity.
ITEM 13. EXHIBITS AND REPORTS ON FORM 10-
KSB.
a. The Exhibits listed below are filed as part of this Annual
Report.
<TABLE>
<CAPTION>
Exhibit No. Document
<S> <C>
3.1 Articles of Incorporation (incorporated by
reference to Form 10-SB filed with the Securities and Exchange
Commission on behalf of the Company on July 29, 1996).
3.2 Bylaws (incorporated by reference to
Form 10-SB filed with the Securities and Exchange Commission
on behalf of the Company on July 29, 1996).
4.1 Specimen Certificate (incorporated by
reference to Form 10-SB filed with the Securities and Exchange
Commission on behalf of the Company on July 29, 1996).
27 Financial Data Schedule
</TABLE>
The Company filed no reports on Form 8-K during the last
quarter of its fiscal year ending April 30, 1999.
Signatures
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.
BOULDER CAPITAL OPPORTUNITIES, INC.
By:/s/ ____________________________
Mark DiSalvo
President, CEO, and Director
Date: July 19, 1999
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> APR-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 710
<CURRENT-LIABILITIES> 2,297
<BONDS> 0
0
0
<COMMON> 8,025
<OTHER-SE> 11,729
<TOTAL-LIABILITY-AND-EQUITY> 710
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,705)
<EPS-BASIC> (.006)
<EPS-DILUTED> (.006)
</TABLE>
