U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
Commission File Number: 0-23865
BOULDER CAPITAL OPPORTUNITIES II, INC.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1356898
- ------------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 890261, Temecula, CA 92589
----------------------------------------------------------
(Address of principal executive offices including zip code)
(909) 693-2285
--------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 X No___
As of March 31, 1999, the Registrant had 1,030,200 shares of common stock, no
par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
<PAGE>
INDEX
PAGE
NUMBER
------
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of March 31, 1999
and December 31, 1998 3
Statement of Operations, Three Months
Ended March 31, 1999 4
Statement of Cash Flows Three months
Ended March 31, 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 7
Part II. Other Information 8
-2-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
March 31 December 31
1999 1998
-------- --------
Current Assets
Cash $ -- $ --
-------- --------
Total Current Assets -- --
Organization costs, net of amortization 13,254 14,674
-------- --------
Total Assets $ 13,254 $ 14,674
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,509 $ 243
-------- --------
Total Current Liabilities 3,509 243
-------- --------
Stockholders' Equity:
Preferred Stock, no par value,
10,000,000 shares authorized
none issued and outstanding -- --
Common Stock, no par value,
100,000,000 shares authorized
1,030,200 shares issued and
outstanding 60,600 60,600
Additional paid-in capital 5,564 5,564
Accumulated deficit (56,419) (51,733)
-------- --------
Total Stockholders' Equity 9,745 14,431
-------- --------
Total Liabilities and Stockholders' Equity $ 13,254 $ 14,674
======== ========
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 1999
Revenues $ --
-----------
Operating Expenses:
Amortization 1,420
Professional fees 2,800
Other 466
-----------
Total Operating Expenses 4,686
-----------
Net Loss $ (4,686)
-----------
Per Share $ nil
===========
Weighted Average Number of Shares Outstanding 1,030,200
===========
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three months Ended March 31, 1999
Cash Flows from Operating Activities:
Net (loss) $(4,686)
Amortization 1,420
Increase in accounts payable 3,266
-------
Net Cash (Used in) Operating Activities --
-------
Cash Flows from Investing Activities --
-------
Cash Flows from Financing Activities: --
-------
Increase in Cash --
Cash, Beginning of Period --
-------
Cash, End of Period $ --
=======
Interest Paid $ --
=======
Income Taxes Paid $ --
=======
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been prepared by Boulder Capital
Opportunities II, Inc. without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Boulder Capital Opportunities II,
Inc. believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the December 31, 1998 audited financial statements and
the accompanying notes thereto. While management believes the procedures
followed in preparing these financial statements are reasonable, the accuracy of
the amounts are in some respect's dependent upon the facts that will exist, and
procedures that will be accomplished by Boulder Capital Opportunities II, Inc.
later in the year.
The management of Boulder Capital Opportunities II, Inc. believes that the
accompanying unaudited condensed financial statements contain all adjustments
(including normal recurring adjustments) necessary to present fairly the
operations and cash flows for the periods presented.
-6-
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Boulder Capital Opportunities II, Inc. (the "Company") was organized as a
Colorado corporation on August 8, 1996, 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 is not limited to any operation or geographic area in seeking
out opportunities. Management has not identified any particular business or
industry within which the Company will seek an acquisition or merger. The
Company has not conducted, nor have others made available to it, market research
supporting the viability of the Company's proposed operations.
The Company generated no revenues during the quarter ended March 31, 1999, and
management does not anticipate any revenues until following the conclusion of a
merger or acquisition, if any, as contemplated by the Company's business plan.
The Company's capital is limited. The Company anticipates operational costs will
be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At March 31, 1999, the Company had no material commitments for capital
expenditures.
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has assessed
these issues as they relate to the Company, and since the Company currently has
no operating business and does not use any computers, and since it has no
customers or suppliers, it does not believe that there are any material year
2000 issues to disclose in this Report.
-7-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
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
None.
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
Date: June 7, 1999 By: /s/ Michael Delaney
- ------------------ -----------------------
Michael Delaney, President
-9-
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet and statements of operations found on pages 3 and 4 of the Company's Form
10-QSB for the year to date, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,254
<CURRENT-LIABILITIES> 3,509
<BONDS> 0
0
0
<COMMON> 60,600
<OTHER-SE> (50,855)
<TOTAL-LIABILITY-AND-EQUITY> 13,254
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,686
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,686)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
