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 MARCH 31, 1998.
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
__________________TO _________________
Commission file number: 0-22273
Boulder Capital Opportunities III, Inc.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1383888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2434 Vine Place, Boulder, CO 80304
(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....
<PAGE>
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 March 31, 1998
Transitional Small Business Disclosure Format
(Check one):
Yes___ No X
-2-
<PAGE>
PART 1-FINANCIAL INFORMATION
ITEM 1.UNAUDITED FINANCIAL STATEMENTS
Financial statements for Boulder Capital Opportunities III, Inc. as and for
the quarter ending March 31, 1998.
BOULDER CAPITAL OPPORTUNITIES III, INC.
FINANCIAL STATEMENTS
(A Development Stage Company)
The following financial statements include a balance sheet (unaudited) as of
March 31, 1998, and a statement of operations (unaudited) for the three months
ended March 31, 1998 and 1997, and for the period from inception (November 27,
1996) through March 31, 1998.
Quarter Ended March 31, 1998
-3-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A Development Stage Company)
Index to Unaudited Financial Statements
Page No.
--------
Unaudited Balance Sheet 5
Unaudited Statement of Operations 6
Unaudited Statement of Cash Flows 7
Notes to Unaudited Financial Statements 9
-4-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED FINANCIAL STATEMENTS
AS OF AND FOR THE QUARTER ENDED MARCH 31, 1998
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents 113
Other current assets -
Subscriptions receivable -
TOTAL CURRENT ASSETS 113
FURNITURE AND EQUIPMENT AT COST,
less accumulated depreciation 0
NET 113
OTHER ASSETS
Other Assets 1,302
TOTAL OTHER ASSETS 1,302
TOTAL ASSETS 1,415
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable 3,000
Accrued liabilities 0
Notes and advances to stockholders and related parties 0
Notes payable 0
Accrued interest 0
TOTAL CURRENT LIABILITIES 3,000
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 10,025
Additional Paid in capital 0
Deficit accumulated during the development stage 11,610
TOTAL STOCKHOLDERS' EQUITY (1,585)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 1,415
-5-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
---------------
THREE THREE Period from
Months MONTHS Inception
Ended ENDED (11/27/96)
3/31/98 3/31/97 thru 3/31/98
REVENUES 15,001 0 18,001
Operating Revenue 0 0 0
TOTAL REVENUES 15,001 0 18,001
OPERATING COSTS
Legal and Professional 3,000 0 10,039
General and Administrative 13,998 95 19,591
TOTAL OPERATING COSTS 16,998 95 29,630
LOSS FROM OPERATIONS (1,997) 95 (11,629)
OTHER INCOME (EXPENSE)
Interest expense, net 1 12 19
Other Income - - -
Other expense - - -
NET LOSS (1,996) (83) (11,610)
NET LOSS PER SHARE (NOTE 1) * * .01
WEIGHTED AVERAGE COMMON SHARE 1,010,000 1,010,000 1,010,000
-6-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
---------------
THREE THREE Period from
Months MONTHS Inception
Ended ENDED (11/27/96)
3/31/98 3/31/97 thru 3/31/98
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss (1,996) (83) (11,610)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation 88 88 473
Stock issued - - -
Changes in assets and liabilities - - -
Other current assets - - -
Restricted cash - - -
Increase (Decrease) in
Accounts payable 1,381 (3,600) 3,000
Accrued liabilities - - -
Accrued interest - - -
NET CASH AND CASH EQUIVALENTS PROVIDED
(USED) BY OPERATING ACTIVITIES (527) (3,595) (8,137)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment 0 0 0
Increase (decrease) in notes payable 0 0 0
Other Investments - - -
-7-
<PAGE>
NET CASH AND CASH EQUIVALENTS PROVIDED
(USED) BY INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash 0 0 8,250
Proceeds from notes payable 0 0 0
NET CASH AND CASH EQUIVALENTS PROVIDED
(USED) BY FINANCING ACTIVITIES 0 0 8,250
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (527) (3,595) (8,137)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 640 3,753 0
CASH AND CASH EQUIVALENTS,
END OF QUARTER 113 158 113
-8-
<PAGE>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
---------------
1. ORGANIZATION AND BUSINESS
The Company was incorporated on November 27, 1996, in the State of Colorado, as
Boulder Capital Opportunities III, 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
December 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 November 27, 1996, in the
State of Colorado as Boulder Capital Opportunities III, 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 $250.00 cash and for services valued at $3,750, and 200,000 shares
to 5 investors at $.04 per share.
-9-
<PAGE>
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 March 31, 1998, the Company
had current assets of $113 which was all cash and total assets of $113.
Shareholder equity as of the quarter ending March 31, 1998, was $113. The
Company's total liabilities at that time were $3,000.
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 $1,996 in the three months ending March 31, 1998.
Ccomparable results for the prior year's quarter was a loss of $83. The Company
has had a cumulative loss since its inception on November 27, 1996 of $11,610.
These losses were less than $.01 per share for the current quarter and $.01 per
share 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
(a) Exhibits, The following exhibit is being filed herewith:
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K. The following report on Form 8-K was filed
by the Registrant during the quarter ended March 31, 1998:
Form 8-K, as amended, dated March 25, 1998, reporting
Changes in Registrant's Certifying Accountants under Item 4.
-10-
<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 III, INC.
Date: May 20, 1998 By /s/ Robert P. Soehngen
-------------------------------------
Robert P. Soehngen, President,
Treasurer (Chief Financial Officer)
and Secretary
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY TO SUCH FORM 10-KSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 113
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 113
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,415
<CURRENT-LIABILITIES> 3,000
<BONDS> 0
0
0
<COMMON> 10,025
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,415
<SALES> 0
<TOTAL-REVENUES> 15,001
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,998
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,996)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,996)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
