SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period ended: June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO 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 84-1356598
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 890261, Temecula, CA 92589
-----------------------------------
(Address of principal executive offices)
(909) 693-2285
--------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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___ No X
As of June 30, 1999, 1,030,200 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes_____ No X
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
- -----------------------------
For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.
The financial statements 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 financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading. These
financial statements include all of the adjustments which, in the opinion of
management, are necessary to a fair presentation of financial position and
results of operations. All such adjustments are of a normal and recurring
nature. These financial statements should be read in conjunction with the
audited financial statements at December 31, 1998, included in the Company's
Form 10-KSB.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------
(a) Plan of Operation. Boulder Capital Opportunities, II, Inc. (the
"Company") was organized under the laws of the State of Colorado on August 8,
1996 to engage in any lawful business. The Company is in the development stage
and its intent is to operate as a capital market access corporation. The
Company's business plan is to seek a business combination. Management has not
identified any particular business or industry within which the company will
seek acquisitions or mergers. 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 has had no significant business activity to
date. Management of the Company has unlimited discretion in determining the
business activities in which the Company will become engaged. Such companies are
commonly referred to as "blind pool/blank check" companies. There is and can be
no assurance that the Company will be able to acquire an interest in any such
opportunities that may exist or that any activity of the Company, even after any
such acquisition, will be profitable.
The Company has generated minimal revenues from its operations and has been
a development stage company since inception. Since the Company has generated
minimal revenues since inception and has never been in a profitable position, it
operates with minimal overhead.
During the period of this report, the Company has not engaged in any
preliminary efforts intended to identify any possible acquisitions nor entered
into a letter of intent concerning any business opportunity.
(b) Liquidity and Capital Resources. At June 30, 1999, the Company had no
material cash or other assets with which to conduct operations. There
can be no assurance that the Company will be able to complete its
business plan and to exploit fully any business opportunity that
management may be able to locate on behalf of the Company. Due to the
2
<PAGE>
lack of a specified business opportunity, the Company is unable to
predict the period for which it can conduct operations. Accordingly,
the Company will need to seek additional financing through loans, the
sale and issuance of additional debt and/or equity securities, or
other financing arrangements. Management of the Company has advised
that they will pay certain costs and expenses of the Company from
their personal funds as interest free loans in order to facilitate
development of the Company's business plan. Management believes that
the Company has inadequate working capital to pursue any operations at
this time; however, loans to the Company from management may
facilitate development of the business plan. For the foreseeable
future, the Company through its management intends to pursue
acquisitions as a means to develop the Company. The Company does not
intend to pay dividends in the foreseeable future. As of the end of
the reporting period, the Company had no material cash or cash
equivalents. There was no significant change in working capital during
this quarter.
(c) Year 2000 issues "Year 2000 problems" result primarily from the
inability of some computer software to properly store, recall or use
data after December 31, 1999. The Company is engaged primarily in
organizational and fund raising activities and accordingly, does not
rely on information technology ("IT") systems. Accordingly the Company
does not believe that it will be materially affected by Year 2000
problems. The Company relies on non-IT systems that may suffer from
Year 2000 problems including telephone systems, facsimile and other
office machines. Moreover, the Company relies on third parties that
may suffer from Year 2000 problems that could affect the Company's
operations including banks and utilities. In light of the Company's
minimal operations, the Company does not believe that such non-IT
systems or third-party Year 2000 problems will affect the Company in a
manner that is different or more substantial than such problems affect
other similarly situated companies. Consequently, the Company does not
currently intend to conduct a readiness assessment of Year 2000
problems or develop a detained contingency plan with respect to Year
2000 problems that may affect the Company or third parties.
The foregoing is a "Year 2000 Readiness Disclosure" within the meaning
of the Year 2000 Information and Readiness Disclosure Act of 1998.
3
<PAGE>
Financial Statements
--------------------
BOULDER CAPITAL OPPORTUNITIES, II, INC.
---------------------------------------
(A DEVELOPMENT STAGE COMPANY)
June 30, 1999
BALANCE SHEET
(Unaudited)
Assets
Current assets:
Cash $ 0
--------
Total current assets $ 0
Organization costs, net of amortization 13,254
$ 13,254
========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable, trade $ 3,509
--------
Total current liabilities $ 3,509
Stockholder's equity:
Preferred stock; 10,000,000 shares authorized; no par
value; none issued or outstanding
Common stock, 10,000,000 shares authorized, no par
value; 1,030,200 shares issued and outstanding 60,600
Additional paid-in capital 5,564
Deficit accumulated during development stage (56,419)
--------
Total shareholders' deficit 9,745
--------
$ 13,254
========
See accompanying notes to these financial statements
4
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES, II, INC.
---------------------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED
Inception
(August 8,
Three Months Ended Six Months Ended 1996)
June 30 June 30 Through
1999 1998 1999 1998 June 30, 1999
---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0 $ 5,000
----------- ----------- ----------- ----------- -----------
Costs and expenses:
General and administrative 0 76 3,266 1,217 46,349
Amortization 1,420 1,420 2,840 2,840 16,566
-----------
(1,420) (1,496) (6,106) (4,057) (62,915)
Net operating income (loss) (1,420) (1,496) (6,106) (4,057) (57,915)
Other income and (expense)
Interest income 0 0 0 0 76
-----------
Total other income (expense) 0 0 0 0 76
Net loss before extraordinary item (1,420) (1,496) (6,106) (4,057) (57,839)
Net income (loss) ($ 1,420) ($ 1,496) ($ 6,106) ($ 4,057) ($ 57,839)
=========== =========== =========== =========== ===========
Net (Loss) per share ($ 0.00) ($ 0.00) ($ 0.01) ($ 0.00) ($ 0.06)
=========== =========== =========== =========== ===========
Weighted average shares outstanding 1,030,200 1,030,200 1,030,200 1,030,200 1,030,200
=========== =========== =========== =========== ===========
See accompanying notes to these financial statements
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES II, INC.
--------------------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
Inception
(August 8,
Six Months Ending 1996)
June 30 Through
1999 1998 June 30, 1999
---- ---- -------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income (loss) ($ 6,106) ($ 4,057) ($57,839)
Adjustments to reconcile net income to
net cash provided by operating activities
Stock issued for services 23,950
Amortization 2,840 2,840 16,566
Changes in assets and liabilities:
Increase (decrease) in accounts payable
and accrued expenses 3,266 1,217 3,509
-------- -------- --------
Total adjustments 6,106 4,057 44,025
Net cash (used in) operating activities 0 0 (13,814)
Cash flows from investing activities: 0 0 0
Cash flows from financing activities:
Proceeds from sale of common stock 8,250
Capital contributions 5,564
--------
Net cash (used in) investing activities 0 0 13,814
Increase (decrease) in cash 0 0 0
Cash and cash equivalents, beginning of
the period 0 0 0
--------
Cash and cash equivalents, end of the period $ 0 $ 0 $ 0
======== ======== ========
See accompanying notes to these financial statements
6
</TABLE>
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
--------------------------------------
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In the opinion of management, all adjustments, consisting of normal
recurring accruals, have been made that are necessary for a fair
presentation of the financial position of the Company at June 30, 1999 and
the results of operations for the three month period and six month periods
ended June 30, 1999 and 1998 and the statement of cash flows for the six
months ended June 30, 1999 and 1998 and the statements of operations and
cash flows cumulative since inception to June 30, 1999. Quarterly results
are not necessarily indicative of the expected annual results. For a more
complete understanding of the Company's operations and financial position,
reference is made to the financial statements of the Company and related
notes thereto, filed with the Company's annual report on Form 10-KSB for
the year ended December 31, 1998, previously filed with the U.S. Securities
and Exchange Commission.
7
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- --------------------------
None
Item 2. Changes in Securities.
- ------------------------------
None
Item 3. Defaults Upon Senior Securities.
- ----------------------------------------
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
(Not applicable)
Item 5. Other Information.
- --------------------------
(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary
for this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
8
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BOULDER CAPITAL OPPORTUNITIES, II, INC.
Date: August 11, 1999 /s/ Michael Delaney
- --------------------- -------------------
Michael Delaney, President
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<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> 6,106
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,106)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,106)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,106)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
