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 FEBRUARY 28, 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.
1,010,000 shares as of February 28, 1996
Transitional Small Business Disclosure Format
(Check one):
Yes_____ No X
Form 10-QSB
<PAGE>
PART 1-FINANCIAL INFORMATION
ITEM 1.UNAUDITED FINANCIAL STATEMENTS
Financial statements for Boulder Capital Opportunities II, Inc. as and for
the quarter ending February 28, 1997.
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
1,010,000 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 cash of services valued at
$3,750, and 200,000 shares to 5 investors at $.04 per share.
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 February
28, 1997, the Company had current assets of $2,796 which was all cash
and total assets of $28,082. Shareholder equity as of the quarter
ending February 28, 1997, was $27,949. The Company's total liabilities
at that time were $133.
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 $6,003 in the six months ending February 28,
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 $12,451.
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
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(c) Exhibit 27 - Financial Data Schedule
There have been no reports on Form 8-K for the quarter ending
February 28, 1997.
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: March 20, 1997
/s/ Robert Soehngen
______________________________________
Robert Soehngen, President, (Signature)
<PAGE>
FINANCIAL STATEMENTS
(A Development Stage Company)
BOULDER CAPITAL OPPORTUNITIES II, INC.
Quarter Ended February 28, 1997<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)
Index to
Unaudited Financial Statements
Unaudited Financial Statements i
Unaudited Statement of Operations ii
Unaudited Statement of Cash Flows iii
Notes to Unaudited Financial Statements iv<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED FINANCIAL STATEMENTS
AS OF AND FOR THE QUARTER ENDED
FEBRUARY 28, 1997
(UNAUDITED)
_______________
The following financial statements include a balance sheet (unaudited) as
of February 28, 1997, and a statement of operations (unaudited) for the
six months ended February 28, 1997, and for the period from inception
(August 8, 1996) through February 28, 1997.<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF AND FOR THE QUARTER ENDED
FEBRUARY 28, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash
equivalents 2,796
Other current assets -
Subscriptions
receivable -
TOTAL CURRENT
ASSETS 2,796
FURNITURE AND EQUIPMENT
AT COST,
less accumulated
depreciation 0
NET 2,796
OTHER ASSETS
Other Assets 25,286
TOTAL OTHER
ASSETS 25,286
TOTAL ASSETS 28,082
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
i
<S> <C>
LIABILITIES
Accounts payable 133
Accrued liabilities 0
Notes and advances to
stockholders and
related parties 0
Notes payable 0
Accrued interest 0
TOTAL CURRENT
LIABILITIES 133
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,
1,010,000 shares issued and
outstanding. 40,400
Additional Paid in
capital 0
Deficit accumulated
during the
development stage (12,451)
TOTAL STOCKHOLDERS'
EQUITY 27,949
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY (DEFICIT) 28,082
</TABLE>
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
AS OF AND FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1997
(UNAUDITED)
_______________
<TABLE>
<CAPTION> Six Period from
Months Inception
Ended (8/8/96)
2/28/97 thru 2/28/97
<S> <C> <C>
REVENUES 55 55
Operating Revenue 0 0
TOTAL REVENUES 55 55
OPERATING COSTS
Legal and
Professional 133 2,633
General and
Administrative 5,925 9,873
TOTAL OPERATING
COSTS 6,058 12,506
LOSS FROM
OPERATIONS 6,003 12,451
OTHER INCOME
(EXPENSE)
Interest expense, net 0 0
Other Income - -
Other expense - -
NET LOSS (6,003) (12,451)
NET LOSS PER SHARE
(NOTE 1) * *
WEIGHTED AVERAGE
COMMON
SHARE 1,010,000 1,010,000
</TABLE>
ii<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
AS OF AND FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1997
(UNAUDITED)
_______________
<TABLE>
<CAPTION> Six Period from
Months Inception
Ended (8/8/96)
2/28/97 thru 2/28/97
<S> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (6,003) (12,451)
Adjustments to
reconcile net loss
to cash used in
operating activities:
Depreciation 2,641 6,864
Stock issued - -
Changes in assets
and liabilities - -
Other current assets - -
Restricted cash - -
Accounts payable (2,092) 133
Accrued liabilities - -
Accrued interest - -
NET CASH AND CASH
EQUIVALENTS
PROVIDED (USED)
BY OPERATING
ACTIVITIES (5,454) (5,454)
CASH FLOWS FROM
INVESTING
ACTIVITIES
Purchase of property
and equipment 0 0
iii
Increase (decrease in
notes payable) 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 4,000 8,250
Proceeds from notes
payable 0 0
NET CASH AND CASH
EQUIVALENTS
PROVIDED (USED)
BY FINANCING
ACTIVITIES 0 8,250
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS (1,454) (5,454)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD 4,250 0
CASH AND CASH
EQUIVALENTS,
END OF QUARTER 2,796 2,796
/TABLE
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED
FEBRUARY 28, 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.
iv
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 2796
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2796
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,032
<CURRENT-LIABILITIES> 133
<BONDS> 0
0
0
<COMMON> 40,400
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 28082
<SALES> 0
<TOTAL-REVENUES> 55
<CGS> 0
<TOTAL-COSTS> 6058
<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> (6003)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
