U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X..QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED MAY 31, 1997.
...TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM __________________TO _________________
Commission file number: 0-21847
Boulder Capital Opportunities II, Inc.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1356898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4750 Table Mesa Drive, Boulder, CO 80302
(Address of principal executive offices) (Zip Code)
(303) 442-1021
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (a) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes..X.. No....
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes.... No....
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
1,032,200 shares as of May 31, 1997
Transitional Small Business Disclosure Format
(Check one):
Yes_____ No X
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. UNAUDITED FINANCIAL STATEMENTS
Financial statements for Boulder Capital Opportunities II, Inc. as and for
the quarter ending May 31, 1997.
BOULDER CAPITAL OPPORTUNITIES II, INC.
FINANCIAL STATEMENTS
(A Development Stage Company)
The following financial statements include a balance sheet (unaudited) as
of May 31, 1997, and a statement of operations (unaudited) for the
quarter and for the nine months ended May 31, 1997, and for the period
from inception (August 8, 1996) through May 31, 1997.
Quarter Ended May 31, 1997<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)
Index to Unaudited Financial Statements
Unaudited Balance Sheet
Unaudited Statement of Operations
Unaudited Statement of Cash Flows
Notes to Unaudited Financial Statements<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED BALANCE SHEET
AS OF AND FOR THE QUARTER ENDED
MAY 31, 1997
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash
equivalents 2,801
Other current assets -
Subscriptions
receivable -
TOTAL CURRENT
ASSETS 2,801
FURNITURE AND EQUIPMENT AT COST
less accumulated
depreciation 0
NET 2,801
OTHER ASSETS
Other Assets 24,034
TOTAL OTHER ASSETS 24,034
TOTAL ASSETS 26,835
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable 2,285
Accrued liabilities 0
Notes and advances to
stockholders and
related parties 0
Notes payable 0
Accrued interest 0
TOTAL CURRENT
LIABILITIES 2,285
STOCKHOLDERS' EQUITY (NOTES 1 & 2)
Preferred Stock, no par value,
10,000,000 shares authorized and
0 shares issued and outstanding 0
Common Stock, no par value,
100,000,000 shares authorized,
1,032,200 shares issued and
outstanding. 41,288
Additional Paid in capital 0
Deficit accumulated
during the development stage (16,738)
TOTAL STOCKHOLDERS'
EQUITY 24,550
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY (DEFICIT) 26,835
/TABLE
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
AS OF AND FOR THE THREE MONTHS ENDED
MAY 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Three Nine Period from
Months Months Inception
Ended Ended (8/8/96) to
5/31/97 5/31/97 5/31/97
<S> <C> <C> <C>
REVENUES 12 67 67
Operating Revenue 0 0 0
TOTAL REVENUES 12 67 67
OPERATING COSTS
Legal and
Professional 2,152 2,285 4,785
General and
Administrative 2,147 8,072 12,020
TOTAL OPERATING
COSTS 4,299 10,357 16,805
LOSS FROM
OPERATIONS 4,287 10,290 16,738
OTHER INCOME
(EXPENSE)
Interest expense, net 0 0 0
Other Income - - -
Other expense - - -
NET LOSS (4,287) (10,290) (16,738)
NET LOSS PER SHARE
(NOTE 1) * * *
WEIGHTED AVERAGE
COMMON
SHARE 1,032,200 1,017,333 1,016,600
/TABLE
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
AS OF AND FOR THE THREE MONTHS ENDED
MAY 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Three Nine Period from
Months Months Inception
Ended Ended (8/8/96) to
5/31/97 5/31/97 5/31/97
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss (4,287) (10,290) (16,738)
Adjustments to
reconcile net loss
to cash used in
operating activities:
Depreciation 2,140 4,781 9,004
Stock issued - - -
Changes in assets
and liabilities - - -
Other current assets - - -
Restricted cash - - -
Accounts payable 2,152 60 2,285
Accrued liabilities - - -
Accrued interest - - -
NET CASH AND CASH
EQUIVALENTS PROVIDED (USED)
BY OPERATING ACTIVITIES
5 (5,449) (5,449)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property
and equipment 0 0 0
Increase (decrease in
notes payable) 0 0 0
Other Investments - - -
NET CASH AND CASH EQUIVALENTS
PROVIDED (USED) BY
INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common
stock for cash 0 4,000 8,250
Proceeds from notes
payable 0 0 0
NET CASH AND CASH
EQUIVALENTS
PROVIDED (USED)
BY FINANCING
ACTIVITIES 0 4,000 8,250
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS 5 (5,449) (5,449)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD 2,796 4,250 0
CASH AND CASH
EQUIVALENTS,
END OF QUARTER 2,801 2,801 2,801
/TABLE
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED
MAY 31, 1997
(UNAUDITED)
1. ORGANIZATION AND BUSINESS
The Company was incorporated on August 8, 1996, in the State of
Colorado, as Boulder Capital Opportunities II, Inc. The Company is in
the development stage and its intent is to operate a capital market access
corporation and to acquire one or more existing businesses through
merger or acquisition.
The Company has had no significant business activity to date.
The Company has not commenced any commercial operations.
The Company has no full time employees and owns no real estate.
For purposes of filing its periodical reports, the Company is currently
using August 31 as its fiscal year end.
At the present time, the Company has not reached any agreement or
definitive understanding with any person concerning an acquisition.
2. NET LOSS PER SHARE OF COMMON
STOCK/SHAREHOLDERS EQUITY
Net income (loss) per share is based on weighted average number of
shares of common stock outstanding.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
(1). OVERVIEW.
The Company was originally incorporated on August 8, 1996, in
the State of Colorado as Boulder Capital Opportunities II, Inc. There
are 1,032,000 shares outstanding after the issuance of 710,000 shares for
services to 4 people. In addition, the Company sold 100,000 shares of
stock to the Company's sole officer and director at a price of $0.04 per
share for consideration consisting of $250.00 cash and for services
valued at $3,750. Then 200,000 shares were sold to 5 investors at $.04
per share. On March 24, 1997, the Company issued 22,200 shares to
two persons for services.
The Company was formed as a shell company with the sole
purpose of acquiring or merging with another company.
(2). LIQUIDITY AND CAPITAL RESOURCES. As of May
31, 1997, the Company had current assets of $2,801 which was all cash
and total assets of $26,835. Shareholder equity as of the quarter ending
May 31, 1997, was $24,550. The Company's total liabilities at that time
were $2,285.
There is currently no market for the Company's common stock
and the Company does not anticipate there will be a market made until
it finds a merger or acquisition candidate.
(3). RESULT OF OPERATIONS.
The Company lost $10,290 in the nine months ending May 31,
1997. The Company was formed on August 8, 1996, and therefore
there are no comparable results for the prior years' quarter. The
Company has had a cumulative loss since its inception on August 8,
1996 of $16,664. These losses were $.01 per share for the current
quarter and since inception. They were anticipated as part of the start-up
costs associated with forming the Company.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(c) Exhibit 27 - Financial Data Schedule
(b) There have been no reports on Form 8-K for the quarter
ending May 31, 1997.
<PAGE>
Signatures:
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BOULDER CAPITAL OPPORTUNITIES II, INC.
(Registrant)
Date: July 14, 1997
______________________________________
Robert Soehngen, President, (Signature)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> MAY-31-1997
<CASH> 2,801
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,801
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,835
<CURRENT-LIABILITIES> 2,285
<BONDS> 0
0
0
<COMMON> 41,288
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> (26,835)
<SALES> 0
<TOTAL-REVENUES> 12
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,299
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,287)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,287)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
