SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended November 30, 1997.
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File No.0-21847
BOULDER CAPITAL OPPORTUNITIES II, INC.
(Exact Name of Small Business Issuer as specified in its charter)
Colorado 84-1356898
--------------- --------------------------
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
P.O. Box 890261
Temecula, California 92589
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(909)693-2285
---------------------------------------------------
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) had filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 _____ No __X__
The number of shares outstanding of Registrant's common stock, par value $ .0001
per share, as of November 30, 1997 were 1,030,200 common shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
See attached financial statements
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The Company has generated no material revenues from its operations
since inception and has been a development stage company during this period.
Since the Company has not generated material revenues and has not been in a
profitable position, it operates with minimal overhead. The Company's primary
activity for the foreseeable future will be to search for an acquisition
candidate. As of the end of the reporting period, the Company has concluded no
acquisitions and has spoken with no potential candidates.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had minimal cash and
cash equivalents. There was no significant change in working capital during this
fiscal year.
Management feels that the Company has inadequate working capital
to pursue any business opportunities other than seeking an acquisition. The
Company will have negligible capital requirements pending the completion of an
acquisition. The Company does not intend to pay dividends in the foreseeable
future.
PART II- OTHER INFORMATION
ITEM 1. Legal Proceedings
No legal proceedings of a material nature to which the Company is a
party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature pending or threatened or judgments
entered against any director or officer of the Company in his capacity as such.
ITEM 2. Changes in Securities. None.
ITEM 3. Defaults upon Senior Securities. None.
ITEM 4. Submission of Matters to a Vote of Security Holders. None
ITEM 5. Other Information. None.
ITEM 6. Exhibits and Reports on Form 8-K.
No exhibits as set forth in Regulation S-K are considered necessary in this
lO-QSB filing. No reports on Form 8-K were filed as of the most recent fiscal
quarter.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BOULDER CAPITAL OPPORTUNITIES II, INC.
Dated: May 29, 1998 By: /s/ Michael Delaney
-------------------------------------
Michael Delaney
President and Chief Executive Officer
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
November 30 August 31
1997 1997
----------- ---------
(unaudited) (audited)
CURRENT ASSETS:
Cash 382 382
-------- --------
Total current assets 382 382
-------- --------
Organizational Costs 20,827 22,247
-------- --------
Total assets $ 21,209 $ 22,629
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable 4,085 970
-------- --------
Total current liabilities 4,085 970
-------- --------
Shareholders Equity:
Preferred stock, no par value,
10,000,000 shares authorized - -
Common stock, no par value, 100,000,000
authorized, 1,030,200 shares issued and
outstanding at November 30, 1997 and
August 31, 1997 60,600 60,600
Accumulated deficit during
development stage (43,476) (38,941)
-------- --------
Total stockholders equity (deficit) 17,124 21,659
-------- --------
Total liabilities and sharehol $ 21,209 $ 22,629
======== ========
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
Three months Inception
ended (August 8, 1996)
November to November
30, 1997 30, 1997
----------- -------------
(unaudited) (unaudited)
Operating Revenue $ $ 5,000
---------- --------
Costs and Expenses:
Amortization 1,420 7,573
Professional fees 1,867 12,735
Stock issued for services - 20,200
Other 1,248 8,044
---------- --------
4,535 48,552
---------- --------
Loss from operations (4,535) (43,552)
---------- --------
Other income (expense):
Other income
Interest income - 76
---------- --------
Income (loss) before provision
for income tax benefit (4,535) (43,476)
Provision for income tax - -
---------- --------
Net Income (loss) ($4,535) ($43,476)
========== =========
Net income (loss) per common share $ - ($0.04)
========== =========
Weighted average
number of shares outstanding 1,030,200 1,030,200
========== =========
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
For the period
Three months August 8, 1996
ended (Inception) to
November November 30,
30, 1997 1997
----------- --------------
(unaudited) (unaudited)
Cash flows from operating activities
Net income (loss) ($4,535) ($43,476)
Change in assets and liabilities:
Amortization 1420 7,573
Increase (decrease) in accounts payable 3,115 4,085
Stock issued for services 0 23,950
------- -------
Net cash used by operating activities 0 (7,868)
------- -------
Cash flows from financing activities:
Proceeds recieved from issuance of stock 0 8,250
Net cash provided by financing activities 8,250
------- -------
Net increase in cash 0 382
Cash, beginning of period 382 $ -
------- -------
Cash, end of period $ 382 $ 382
======= =======
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Deficit
Accumulated
During the
No Par Development
Shares Value Stage Total
------ ------ ----------- -----
<S> <C> <C> <C> <C>
Balance at August 8, 1996
Issuance of common stock at inception
for services at $.04 per share 710,000 $28,400 $ - $28,400
Issuance of common stock for cash at $.0025
and for services at $.0375 per 100,000 4,000 4,000
Issuance of common stock for cash at $.04
per share 100,000 4,000 4,000
Shares subscribed at $.04 per share 100,000 4,000 4,000
Net loss for the period ended
August 31, 1996 (6,448) (6,448)
--------- ------- ------- -------
Balance at September 30, 1984 1,010,000 40,400 (6,448) 33,952
Issuance of common stock for cash from
at $1.00 per share 20,200 20,200 - 20,200
Net loss for the period ended
August 31, 1997 (32,493) (32,493)
--------- ------- ------- -------
Balance at August 31, 1997 1,030,200 60,600 (38,941) 21,659
Net loss for the period ended
November 30, 1997 (4,535) (4,535)
--------- ------- ------- -------
Balance at November 30, 1997 1,030,200 $60,600 ($43,476) $17,124
========= ======= ======= =======
</TABLE>
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 1997
Note 1. Summary of Significant Accounting Policies
This summary of significant accounting policies of Boulder Capital
Opportunities II, Inc. (Company) is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
a. Description of Business
The Company was organized on August 8, 1996, in the State of Colorado for
the purpose of engaging in any lawful business but it is management's plan to
seek a business combination. The Company is in a development-stage and its
intent is to operate as 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 selected August 31 as
its year end.
b. Use of Estimates in the Preparation of Financial Statements.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the period.
Actual results could differ from those estimates
c. Organizational Costs.
Costs incurred to organize the Company include costs for professional fees
and are being amortized on a straight-line basis over a sixty month period.
d. Income Taxes.
As of November 30, 1997, the Company had net operating losses available for
carry-over to future years of approximately $43,476, expiring in 2012.
Utilization of these carryovers may be limited if there is a change in ownership
of the Company. As of November 30, 1997, the Company has deferred tax assets of
approximately $8,695 due to the operating loss carry- forwards. However, because
of the uncertainty of potential realization of these assets, the Company has
provided a valuation allowance for the entire $8,695. Thus, no tax assets have
been recorded in the financial statements as of November 30, 1997.
<PAGE>
Note 2. Basis of Presentation - Going Concern.
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained operating losses
since inception and has a net working capital deficiency. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management is attempting to locate a business combination candidate.
In view of these matters, continuing as a going concern is dependent upon
the Company's ability to meet its financing requirements, raise additional
capital, and the sucess of its future operations or completion of a successful
business combination. Management believes that actions planned and presently
being taken to revise the Company's operating and financial requirements provide
the opportunity for the Company to continue as a going concern.
Note 3. Common Stock issued.
On August 8, 1996, the Company issued 710,000 shares of its no par value
common stock to affiliates for organizational services valued at their fair
market value of $28,400.
On August 8, 1996, the Company issued 100,000 shates of its no par value
common stock to its President at $0.0025 per share for cash of $250 and $.0375
per share in exchange for officer compensation of $3,750, $4,000 in total.
On August 31, 1996 the Company issued 100,000 shares of its no par value
common stock to various investors for $4,000; 100,000 additional shares remain
subscribed for at August 31, 1996. These were collected in September, 1996.
During the period ended August 31, 1997, the Company issued 20,200 shares
of its no par value common stock for services valued at $20,200.
Note 4. Related Party Transactions.
At August 31, 1996 the Company owed $2,000 in consulting fes and $225 in
attorneys to officers who are shareholders of the Company. At August 31, 1997,
the Company owed $818 in attorney's fees to officers who are shareholders of the
Company. At November 30, 1997, the Company owed $2,685 in attorney's fees to
officers who are shareholders of the Company.
Note 5. Subsequent Event.
Effective December 17, 1997, the shareholders of the Company sold 977,965
shares of their restricted common stock to outside parties. This resulted in a
change in control of the Company.
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<NAME> BOULDER CAPITAL OPPORTUNITIES II, INC.
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> NOV-30-1997
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