UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
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(Mark one)
XX 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 EXCHANGE ACT
---------- OF 1934
For the transition period from ____________ to ___________
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Commission File Number: 0-12536
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Boulder Brewing Company
(Exact name of small business issuer as specified in its charter)
Colorado 84-0820212
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(State of incorporation) (IRS Employer ID Number)
211 West Wall Street, Midland, TX 70701-4556
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(Address of principal executive offices)
(800) 351-4515
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(Issuer's telephone number)
2880 Wilderness Place, Boulder, CO 80301
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(Former name, former address and former fiscal year,
if changed since last report)
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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 NO X
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: November 29, 2000: 118,953,529
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Transitional Small Business Disclosure Format (check one): YES NO X
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<PAGE>
Boulder Brewing Company
Form 10-QSB for the Quarter ended March 31, 1998
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Part II - Other Information
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 10
2
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
Item 1 - Part 1 - Financial Statements
Accountant's Review Report
--------------------------
Board of Directors and Shareholders
Boulder Brewing Company
We have reviewed the accompanying balance sheets of Boulder Brewing Company (a
Colorado corporation) as of March 31, 1998 and 1997 and the accompanying
statements of operations and comprehensive income and cash flows for the three
months ended March 31, 1998 and 1997. These financial statements are prepared in
accordance with the instructions for Form 10-QSB, as issued by the U. S.
Securities and Exchange Commission, and are the sole responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression on an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
S. W. HATFIELD, CPA
Dallas, Texas
November 29, 2000
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
3
<PAGE>
<TABLE>
<CAPTION>
Boulder Brewing Company
Balance Sheets
March 31, 1998 and 1997
(Unaudited)
1998 1997
----------- -----------
<S> <C> <C>
Assets
------
Assets
Cash on hand and in bank $ -- $ --
----------- -----------
Total Assets $ -- $ --
=========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Liabilities
Accounts payable - trade $ 107,395 $ 98,819
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Total liabilities 107,395 98,819
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Commitments and contingencies
Shareholders' Equity
Preferred stock - $0.001 par value
30,000,000 shares authorized
None issued and outstanding
Common stock - $0.001 par value
160,000,000 shares authorized
118,953,529 shares issued and
outstanding, respectively 118,953 118,953
Additional paid-in capital 2,784,953 2,784,953
Accumulated deficit (3,011,301) (3,002,725)
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Total shareholders' equity (107,395) (98,819)
----------- -----------
Total Liabilities and Shareholders' Equity $ -- $ --
=========== ===========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
Tomahawk Industries, Inc.
Statements of Operations and Comprehensive Income
Three months ended March 31, 1998 and 1997
(Unaudited)
Three months Three months
ended ended
March 31, March 31,
1998 1997
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Revenues $ -- $ --
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Expenses
General and administrative expenses 1,896 2,068
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Net Loss (1,896) (2,068)
Other Comprehensive Income -- --
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Comprehensive Income $ (1,896) $ (2,068)
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Loss per weighted-average share
of common stock outstanding,
computed on Net Loss - basic
and fully diluted nil nil
============= =============
Weighted-average number of shares
of common stock outstanding 118,953,529 118,953,529
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The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements.
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<PAGE>
<TABLE>
<CAPTION>
Boulder Brewing Company
Statements of Cash Flows
Three months ended March 31, 1998 and 1997
(Unaudited)
Three months Three months
ended ended
March 31, March 31,
1998 1997
---------- ----------
<S> <C> <C>
Cash Flows from Operating Activities
Net Loss $ (1,896) $ (2,068)
Adjustments to reconcile net income to net cash
provided by operating activities
Increase in Accounts payable - trade 1,896 2,068
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Net cash used in operating activities -- --
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Cash Flows from Investing Activities -- --
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Cash Flows from Financing Activities -- --
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Increase (Decrease) in Cash and Cash Equivalents -- --
Cash and cash equivalents at beginning of period -- --
---------- ----------
Cash and cash equivalents at end of period $ -- $ --
========== ==========
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
========== ==========
Income taxes paid (refunded) $ -- $ --
========== ==========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
Boulder Brewing Company
Notes to Financial Statements
Note A - Organization and Description of Business
Boulder Brewing Company (Company) was incorporated under the laws of the State
of Colorado in 1980. The Company was the successor to a general partnership
formed in 1979.
From the initial inception of the original partnership through 1990, the Company
was in the business of operating a microbrewery (generally defined as a brewery
which produces less than 15,000 barrels per year) in Boulder, Colorado. During
1990, as a result of various debt defaults, the Company's assets were foreclosed
upon and the Company ceased all business operations.
The Company has effectively had no operations, assets or liabilities since its
fiscal year ended December 31, 1990. Accordingly, the Company is dependent upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity at this time. It is the intent
of management and significant shareholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate entity.
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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.
2. Income Taxes
------------
The Company uses the asset and liability method of accounting for income
taxes. At March 31, 1998 and 1997, respectively, the deferred tax asset
and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary differences.
Temporary differences represent differences in the recognition of assets
and liabilities for tax and financial reporting purposes, primarily
accumulated depreciation and amortization, allowance for doubtful accounts
and vacation accruals.
As of March 31, 1998 and 1997, the deferred tax asset related to the
Company's net operating loss carryforward is fully reserved. Due to the
provisions of Internal Revenue Code Section 338, the Company may have no
net operating loss carryforwards available to offset financial statement
or tax return taxable income in future periods as a result of a change in
control involving 50 percentage points or more of the issued and
outstanding securities of the Company.
7
<PAGE>
Boulder Brewing Company
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies - Continued
3. Income (Loss) per share
-----------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of March 31, 1998 and 1997, respectively,
the Company has no outstanding stock warrants, options or convertible
securities which could be considered as dilutive for purposes of the loss
per share calculation.
(Remainder of this page left blank intentionally)
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<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, assets or
liabilities. Accordingly, the Company is dependent upon management and/or
significant shareholders to provide sufficient working capital to preserve the
integrity of the corporate entity at this time. It is the intent of management
and significant shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
The Company is currently seeking a suitable merger or acquisition candidate.
(3) Year 2000 Considerations
The Year 2000 (Y2K) date change is believed to affect virtually all computers
and organizations. The Company has undertaken a comprehensive review of its
information systems, including personal computers, software and peripheral
devices, and its general communications systems. The Company has no direct
electronic links with any customer or supplier. In addition, the Company has
held discussions with certain of its software suppliers with respect to the Y2K
date change. The Company has completed its detailed review, as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be required to modify or replace significant portions of its computer
hardware or software and any such modifications or replacements are, or will be,
readily available. The Company has no known direct Y2K exposures and anticipates
that any costs associated with the Y2K date change compliance to have a material
effect on its financial position or its results of operations. There can be no
assurance until January 1, 2000, however, that all of the Company's systems, and
the systems of its suppliers, shippers, customers or other external business
partners will function adequately.
(Remainder of this page left blank intentionally)
9
<PAGE>
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
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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 Brewing Company
November 29 , 2000 /s/ Glenn A. Little.
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Glenn A. Little
President and Director
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