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Previous: OLD NIGHT INC, DEF 14C, EX-10.1, 2000-07-31 |
Next: SHOWSTAR ONLINE COM INC, 10KSB, 2000-07-31 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2000.
[ ] Transition report under Section 13 or 15(d)
of the Securities Exchange
Act of 1934 for the transition period from ------------ to --------------
Commission file number: 000-28535
BOULDER CREEK FINANCIAL, INC.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
|
Wyoming |
86-0969999 |
7025 E First Ave., #5, Scottsdale, Arizona 85251
------------------------------------------
(Address of principal executive office) (Zip Code)
(480) 949-2232
---------------------
(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 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 XX No
----- -----
The number of outstanding shares of the issuer's common stock, $0.001 par value, as of June 30, 2000 was 1,000,000.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
| ITEM 1. FINANCIAL STATEMENTS | 3 |
| Condensed Balance Sheets as of September 30, 1999 and June 30, 2000 | 5 |
| Condensed Statements of Operations for the Three and Nine Month Periods Ended June 30, 2000 and 1999 | 6 |
| Condensed Statements of Cash Flows for the Nine Month Period Ended June 30, 2000 and 1999 | 7 |
| Notes to Unaudited Condensed Financial Statements | 9 |
| ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS | 10 |
| PART II - OTHER INFORMATION | |
| ITEM 1 LEGAL PROCEEDINGS | 12 |
| ITEM 2 CHANGES IN SECURITIES | 12 |
| ITEM 5 OTHER INFORMATION | 12 |
| INDEX TO EXHIBITS | 13 |
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Boulder Creek Financial, Inc., a Wyoming corporation, and its subsidiaries and predecessors unless otherwise indicated. Unaudited, condensed interim financial statements including a balance sheet for the Company as of the quarter ended June 30, 2000 and statements of operations and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year.
BOULDER CREEK FINANCIAL, INC.
(A Development Stage Company)
BALANCE SHEETS
| June 30, 2000 |
Septeber 30, 1999 |
|
| ASSETS: | $ | $ |
| LIABILITIES & STOCKHOLDERS' EQUITY | ||
| Current Liabilities: Accounts Payable & Accrued Expenses |
||
| Stockholders' Equity: Common Stock, Par value $.001 Authorized 100,000,000 shares, Issued 1,000,000 Shares at June 30, 2000 and September 30, 1999 |
1,000 | 1,000 |
| Paid-In Capital | 1,005 | 75 |
| Retained Deficit | (1,075) | (1,075) |
| Deficit Accumulated During the Development Stage | (930) | 0 |
| Total Stockholders' Equity | 0 | 0 |
| Total Liabilities and Stockholders' Equity | $ 0 | $ 0 |
BOULDER CREEK FINANCIAL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
|
For the Three Months |
|
|
|
2000
|
1999
|
2000
|
1999
|
||
| Revenues | $ - | $ - | $ - | ||
| Expenses General and Administrative | 930 | 930 | |||
| Net Loss | $ - | $ - | $ (930) | $ - | $ (930) |
| Basic & Diluted loss per share | $ - | $ - | $ - | $ - | $ - |
BOULDER
CREEK FINANCIAL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
| For the Nine months ended June 30, |
Cumulative since October 20, 1999 Inception
of |
| 2000 | 1999 | ||
| CASH FLOWS FROM OPERATING | |||
| ACTIVITIES: | |||
| Net Loss | $ (930) | $ (930) | |
| Adjustments to reconcile net loss to net cashProvided by
operating activities
Increase (Decrease) in: |
|||
| Accounts Payable & Accrued Expenses | |||
| Net Cash Used in operating activities | (930) | (930) | |
| CASH FLOWS FROM INVESTING | |||
| ACTIVITIES: | |||
| Net cash provided by investing activities | - | - | |
| CASH FLOWS FROM FINANCING | |||
| ACTIVITIES: | |||
| Capital contributed by shareholder | 930 | 930 | |
| Net Cash Provided by Financing Activities | 930 | 930 | |
| Net (Decrease) Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period |
- | - | |
| Cash and Cash Equivalents at End of Period |
$- | $- | |
| SUPPLEMENTAL DISCLOSURE OF | |||
| CASH FLOW INFORMATION: | |||
| Cash paid during the year for: Interest |
$ - | $ - | |
| Franchise and income taxes | $ - | $ - | $75 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH
-----------------------------------
INVESTING AND FINANCING ACTIVITIES:
None
----------------------------------
BOULDER
CREEK FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR
THE THREE AND NINE MONTH PERIODS ENDED June 30, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Boulder Creek Financial, Inc. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of June 30, 2000 and for the three and six month periods then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three and six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on August 2, 1996. The Company ceased all operating activities during the period from August 2, 1996 to October 20, 1999 and was considered dormant. Since October 20, 1999, the Company is in the development stage, and has not commenced planned principal operations.
Nature of Business
The Company has no products or services as of June 30, 2000. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Share
The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:
BOULDER
CREEK FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR
THE THREE AND NINE MONTH PERIODS ENDED June 30, 2000 AND 1999
N OTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| Loss (numerator) |
Number of Shares (de nominator) |
Loss Per Share |
Loss (numerator) |
Number of Shares (denominator) |
Loss Per Share |
|
| Loss to Common Shareholders |
$ - |
1,000,000
|
$ - | $ - |
1,000,000
|
$ - |
| Three Months Ended June 30, 2000 |
Three Months Ended June 30, 1999 |
| Loss (numerator) |
Number
of Shares (denominator) |
Loss Per Share |
Loss (numerator) |
Number of Shares (denominator) |
Loss Per Share |
|
| Loss to Common Shareholders |
$ (930) | 1,000,000 | $ - | $ - | 1,000,000 | $ - |
The effect of outstanding stock equivalents would be anti-dilutive for June 30, 2000 and 1999 and are thus not considered.
NOTE 2 - INCOME TAXES
As of June 30, 2000, the Company has a net operating loss carryforward for income tax reporting purposes of approximately $2,000 that may be offset against future taxable income through 2011. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater change the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuationallowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during itsdevelopment stage.
NOTE 4 - COMMITMENTS
As of June 30, 2000 all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the Company for the use of thesefacilities and there are no commitments for future use of the facilities.
BOULDER
CREEK FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR
THE THREE AND NINE MONTH PERIODS ENDED June 30, 2000 AND 1999
NOTE 5 - STOCK SPLIT
On October 20, 1999 the Board of Directors authorized 1,000 to 1 stock split, changed the authorized number of shares to 100,000,000 shares and the par value to $.001 for the Company's common stock. As a result of the split, 999,000 shares were issued. All references in the accompanying financial statements to the number of common shares and per-share amounts for 2000 and 1999 have been restated to reflect the stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to continue its expansion strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements including herein, the inclusion of such information should not be regarded as are presentation by the Company or any other person that the objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to Boulder Creek Financial, Inc., a Wyoming corporation and its predecessors, unless the context indicates otherwise. The Company is currently a shell company whose purpose is to acquire operations through an acquisition or merger or to begin its own start-up business.
The Company is in the process of attempting to identify and acquire a favorable business opportunity. The Company has reviewed and evaluated a number of business ventures for possible acquisition or participation by the Company. The Company has not entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction as of the date of this filing. The Company continues to investigate, review, and evaluate business opportunities as they become available and will seek to acquire or become engaged in business opportunities at such time as specific opportunities warrant.
RESULTS OF OPERATIONS
The Company had no sales or sales revenues for the three months ended June 30, 2000 or 1999 because it is a shell company that has not had any business operations for the past three years.
The Company had no costs of sales revenues for the three months ended June 30, 2000 or 1999 because it is a shell company that has not had any business operations for the past three years. The Company had no general and administrative expenses for the three months period ended December 31, 2000 or for the same period in 1999.
The Company recorded net loss of $930 for the nine months ended June 30, 2000 compared to $0 loss for the same period in 1999.
CAPITAL RESOURCES AND LIQUIDITY
At June 30, 2000, the Company had total current assets of $0 and total assets of $0 as compared to $0 current assets and $0 total assets at December 31, 1999. The Company had a net working capital deficit of $0 at June 30, 2000 and December 31, 1999.
Net stockholders' deficit in the Company was $0 as of June 30, 2000 and December 31, 1999.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 12 of this Form10-QSB, and are incorporated herein by reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the period covered by this Form 10-QSB.
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, this 28th day of July, 2000..
Boulder Creek Financial, Inc.
/s/
Daniel L. Hodges
Daniel L. Hodges
President/CFO and Director
July
28, 2000
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