U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10 - KSB
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-12536
Boulder Brewing Company
(Name of small business issuer in its charter)
Colorado 84-0820212
(State or other Jurisdiction of (I.R.S. Employee Identification No.)
Incorporation or Organization)
211 West Wall, Midland, Texas 79701
(Address of principal executive offices) (zip code)
(915) 682-1761
(Company's telephone number, including area code)
Securities registered under Section 12 (b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock $.001 par value
Check whether the issuer has (1) filed all reports required to be files by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The issuer's revenues for the fiscal year ended December 31, 2000, was $0.
As of December 31, 2000, the aggregate market value of the Company's common
Stock was not determinable as the stock is not trading.
As of January 4, 2001, there were 118,953,529 shares of Common Stock issued and
outstanding.
Transitional Small Business Disclosure Format : Yes No X
1
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TABLE OF CONTENTS
Page Number
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Part I
Item 1 - Description of Business 3
Item 2 - Description of Property 5
Item 3 - Legal Proceedings 5
Item 4 - Submission of Matters to a Vote of Security Holders 5
Part II
Item 5 - Market for Company's Common Stock and Related
Stockholders Matters 5
Item 6 - Management's Discussion and Analysis or Plan of Operation 5
Item 7 - Index to Financial Statements F-1
Item 8 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures 9
Part III
Item 9 - Officers and Directors 9
Item 10 - Executive Compensation 10
Item 11 - Security Ownership of Certain Beneficial Owners And
Management 10
Item 12 - Certain Relationships and Related Transactions 10
Item 13 - Exhibits and Reports on 8-K 10
Signatures 11
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Caution Regarding Forward-Looking Information
---------------------------------------------
This annual 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.
PART I
Item 1 - Description of Business
Boulder Brewing Company was incorporated in May 8, 1980 and operated as a
microbrewery of various beers. The Company filed in 1983 a Form S-18
Registration Statement (SEC File Number 2-84351-D) and a Form S-1 Registration
Statement in 1987 (SEC File Number 33-16287).
In 1984 the company started to construct a brewery which was substantially
completed in October 1984 and opened June 1985. The construction of this
facility along with the movement of equipment and personnel interrupted the
sales of product and hampered cash flow. The Company was unable to become
profitable within any segment of its core business, became illiquid and was
forced to divest itself of all assets. The company became dormant without any
operations or assets in the second quarter of 1990.
The Company intends to comply with the periodical reporting requirements of the
Securities Exchange Act of 1934 and to seek to complete a business acquisition
transaction.
The Company may be referred to as a shell corporation and once trading on the
NASD Bulletin Board, a trading and reporting shell corporation. Shell
corporations have zero or nominal assets and typically no stated or contingent
liabilities. Private companies wishing to become publicly trading may wish to
merge with a shell (a reverse merger) whereby the shareholders of the private
Company become the majority of the shareholders of the combined Company. The
private Company may purchase for cash all or a portion of the common share of
the shell corporation from its major stockholders. Typically, the Board and
officers of the private Company become the new Board and officers of the
combined Company and often the name of the private Company becomes the name of
the combined Company.
The Company has very limited capital, and it is unlikely that the Company will
be able to take advantage of more than one such business opportunity. The
Company intends to seek opportunities demonstrating the potential of long-term
growth as opposed to short-term earnings. At the present time, the Company has
not identified any business opportunity that it plans to pursue, nor has the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.
It is anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses that they represent have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No assurance can be given that the Company will be successful
in finding or acquiring a desirable business opportunity, given the limited
funds that are expected to be available for acquisitions. Furthermore, no
assurance can be given that any acquisition, which does occur, will be on terms
that are favorable to the Company or its current stockholders.
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The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy, either currently or in the reasonably near future, the
minimum tangible asset requirement in order to qualify shares for trading on
NASDAQ or on an exchange such as the American Stock Exchange. The Company
anticipates that the business opportunities presented to it will (i) either be
in the process of formation, or be recently organized with limited operating
history or a history of losses attributable to under-capitalization or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market, or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other similar characteristics. The Company intends to concentrate its
acquisition efforts on properties or businesses that it believes to be
undervalued or that it believes may realize a substantial benefit from being
publicly owned. Given the above factors, investors should expect that any
acquisition candidate may have little or no operating history, or a history of
losses or low profitability.
The Company does not propose to restrict its search for investment opportunities
to any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. This included
industries such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others. The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and
other factors.
Any entity, which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public Company and
establish a public trading market for its securities. In connection with such a
merger or acquisition, it is highly likely that an amount of stock constituting
control of the Company would either be issued by the Company or be purchased
from the current principal stockholders of the Company by the acquiring entity
or its affiliates. If stock is purchased from the current principal
stockholders, the transaction is very likely to be a private transaction rather
than a public distribution of securities, but is also likely to result in
substantial gains to the current principal stockholders relative to their
purchase price for such stock. In the Company's judgment, none of the officers
and directors would thereby become an underwriter within the meaning of the
Section 2(11) of the Securities Act of 1933, as amended as long as the
transaction is a private transaction rather than a public distribution of
securities. The sale of a controlling interest by certain principal shareholders
of the Company would occur at a time when minority stockholders are unable to
sell their shares because of the lack of a public market for such shares.
Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their management and board positions with the Company
in connection with a change of control or acquisition of a business opportunity.
In the event of such a resignation, the Company's current management would
thereafter have no control over the conduct of the Company's business.
It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
The Company does not foresee that it will enter into a merger or acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the forgoing
expectations, that a transaction with an affiliate would be in the best
interests of the Company and its stockholders, the Company is, in general,
permitted by Nevada law to enter into a transaction if:
The material facts as to the relationship or interest of the affiliate and
as to the contract or transaction are disclosed or are known to the Board
of Directors, and the Board in good faith authorizes, approves or ratifies
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors constitute
less than a quorum; or
The material facts as to the relationship or interest of the affiliate and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically authorized, approved or ratified in good faith by vote of the
stockholders; or the contract or transaction is fair as to the Company as
of the time it is authorized, approved or ratified, by the Board of
Directors or the stockholders.
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Item 2 - Description of Property
The Company has no property and currently maintains a mailing address at 211
West Wall, Midland, Texas 79701. The Company's telephone number there is (915)
682-1761. Other than this mailing address, the Company does not currently
maintain any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing address or use of office
facilities.
Item 3 - Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
Item 4 - Submission of Matters to a Vote of Security Holders
There was no shareholder meeting and no matters were submitted to the security
holders for a vote during the fiscal year ended December 31, 2000.
PART II
Item 5 - Market for Company's Common Stock and Related Stockholder Matters
The stock does not trade on any exchange or the OTC market. There is no known
public market for this security. No dividends have been paid to date and the
Company's Board of directors does not anticipate paying dividends in the
foreseeable future.
As of December 31, 2000, there were 118,953,529 shares of $.001 par value common
stock (the "Common Stock") of the Company outstanding and owned by 3,033
shareholders of record.
Common Stock Transactions - None
Item 6 - Management's Discussion and Analysis or Plan of Operation
The current management group intends to actively to seek, investigate and, if
warranted, acquire an interest in one or more business opportunities or
ventures. As of the date hereof, the Company has divested itself of all
operating assets and has no business opportunities or ventures under
contemplation for acquisition but proposes to investigate potential
opportunities in the form of investors or entrepreneurs with a concept which has
not yet been placed in operation, or in the form of firms which are developing
companies in need of limited additional funds for expansion into new products or
services, and which are seeking to develop a new product or service. The Company
may also seek out established businesses which may be experiencing financial or
operational difficulties and are in need of the limited additional capital the
Company could provide. The Company anticipates that it will seek to merge with
an existing business. After the merger, the surviving entity will be the
Company; however, management from the acquired entity will in all likelihood
operate the Company. There is, however, a remote possibility that the Company
may seek to acquire and operate an ongoing business, in which case the existing
management might be retained. Due to the absence of capital available for
investment by the Company, the types of businesses seeking to be acquired by the
Company will no doubt be smaller and higher risks of businesses. In all
likelihood, a business opportunity will involve the acquisition of or merger
with a corporation which does not need additional cash but which desires to
establish a public trading market for its Common Stock. Accordingly, the
Company's ability to acquire any business of substance may be extremely limited.
The Company experienced a change in control due a change in management due to
appointments to the Board of Directors and subsequent election of officers. It
is the intent of management to continue seeking a suitable situation for merger
or acquisition.
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Further, the Company is dependent upon management and/or significant
shareholders to provide sufficient working capital to preserve the integrity of
the corporate entity during this phase. 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.
Operation of the Company
The Company intends to search throughout the United States, Canada and Europe
for a merger/acquisition candidate, however, because of lack of capital, the
Company believes that the merger/acquisition candidate will be conducting
business within a limited geographical area. In the event of a consummation of a
merger or acquisition with a suitable candidate, it is highly probable that the
Company's principal offices will be relocated to the existing office of the
merger or acquisition candidate. Further the Company may also have offices at
such other places as the Board of Directors may from time to time determine or
the future business, subsequent to the consummation of a merger or acquisition
of the Company may require.
The Officers and Directors will personally seek acquisition/merger candidates
and/or orally contact individuals or broker(s)/dealer(s) and advise them of the
availability of the Company as an acquisition candidate. The Officers will
review material furnished them by the proposed merger/acquisition candidate and
decide if a merger/acquisition is in the best interests of the Company and its
shareholders. The proposed merger/acquisition will then be submitted to all
stockholders for approval if required by Nevada statue.
The Company may also employ outside consultants, however, no such consultants
will be engaged until a merger/acquisition candidate has been targeted by the
Company. Management believes that it is impossible to consider the specific
criteria that will be used to hire consultants; however, several of the criteria
may include the consultant's relevant experience, the services to be provided,
the term of service required by the Company. Management cannot predict the
probability that management will recommend any specific consultant(s) for future
use. As of the filing of this document, the Company has not had any discussions
with or executed agreements with any outside consultants.
Other than disclosed herein, there are no other plans for accomplishing the
business purpose of the Company.
Selection of Opportunities
The analysis of new business opportunities will be undertaken by or under the
supervision of the Officers and Directors of the Company, none of whom is a
professional business analyst and have limited training or experience in
business analysis. Inasmuch as the Company will have no funds available to it in
its search for business opportunities and ventures, the Company will not be able
to expend significant funds on a complete and exhaustive investigation of such
business opportunity. The Company will, however, investigate, to the extent
believed reasonable by Management, such potential business opportunities or
ventures.
As a part of the Company's investigation, the Officers and Directors may meet
personally with management and key personnel of the firm sponsoring the business
opportunity, may visit and inspect plants and facilities, obtain independent
analysis or verification of certain information provided, check references of
management and key personnel, and conduct other reasonable arrangements, to the
extent of the Company's limited financial resources and management and technical
expertise.
Prior to making a decision to recommend to shareholders participation in a
business opportunity or venture, the Company will generally request that it be
provided with written materials regarding the business opportunity containing
such items as a description of products, services and company history;
management resumes; financial information; available projections with elated
assumptions upon which the projections were based; evidence of existing patents,
trademarks or service marks or rights thereto; present and proposed forms of
compensation to management; a description of transactions between the
prospective entity and its affiliates during relevant periods; a description of
resent and required facilities; an analysis of risks and competitive conditions;
and, other information deemed relevant.
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It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting, and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the costs incurred.
The Company will have unlimited flexibility in seeking, analyzing, and
participating in business opportunities. In its efforts, the Company will
consider the following kinds of factors:
a) Potential for growth, indicated by new technology, anticipated market
expansion or new products,
b) Competitive position as compared to other firms engaged in similar
activities;
c) Strength of the merger/acquisition candidate's management;
d) Capital requirements and anticipated availability of required funds
from future operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other sources;
and
e) Other relevant factors.
Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Potential investors must recognize that due to
the Company's limited capital available for investigation and management's
limited experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.
The Company has not had any substantive conversations and is not currently
engaged in substantive discussions related to a proposed merger or acquisition
and, further, is unable to predict when it may identify or participate in a
business opportunity. It expects, however, that the analysis of specific
proposals and the selection of a business opportunity may take several months or
more.
As of December 31, 2000, management has not identified any entity in which a
current officer, director or significant shareholder has a direct or indirect
ownership interest as a potential merger or acquisition candidate. Existing
corporate policy is silent to this situation; however, it is the intent of
management to seek candidates in which current directors, officers and/or
significant shareholders do not have direct or indirect ownership interests.
Further, the consummation of a merger or acquisition transaction may or may not
involve the sale of shares of common stock currently held by members of
management, directors or significant shareholders. The terms and conditions
related to any potential sale of these shares may or may not be made available
to other minority or non- controlling existing shareholders of the Company.
Prior to the consummation of any merger or acquisition, the Company will request
the approval of the existing shareholders if required by Nevada statue.
Accordingly, all shareholders will be provided with the pertinent information
related to the proposed merger or acquisition, including audited financial
statements, concerning the proposed target company of the merger or acquisition.
Additionally, the Company will be subject to all disclosure and reporting
requirements of The Securities and Exchange Commission, including, but not
limited to, the filing of a Form 8-K Current Report for the disclosure of any
pending merger or acquisition and the dissemination of audited financial
statements of the merger or acquisition candidate upon consummation.
Form of Acquisition
The manner in which the Company participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the Company
and the promoters of the opportunity, and the relative negotiating strength of
the Company and such promoters. The exact form or structure of the Company's
participation in a business opportunity or venture will be dependent upon the
needs of the particular situation. The Company's participation may be structured
as an asset purchase, a lease, a license, a joint venture, a partnership, a
merger or the acquisition of securities.
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As set forth above, the Company may acquire its participation in a business
opportunity through the issuance of Common Stock or other securities in the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that, in certain circumstances, the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1976, as amended, may depend
upon the issuance to the shareholders of the acquired company of at least 80.0%
of the Common Stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal
Revenue Code, all prior shareholders may, in such circumstances, retain 20.0% or
less of the total issued and outstanding Common Stock. If such a transaction
were available to the Company, it will be necessary to obtain shareholder
approval to effectuate a reverse stock split or to authorize additional shares
of Common Stock prior to completing such acquisition. This could result in
substantial additional dilution to the equity of those who were shareholders of
the Company prior to such reorganization. Further, extreme caution should be
exercised by any investor relying upon any tax benefits in light of any existing
tax laws or any proposed changes thereto. It is possible that no tax benefits
will exist at all. Prospective investors, if any, should consult their own
legal, financial and other business advisors.
In conjunction with a merger with or acquisition of a privately-owned company,
there exists a probability that a change in control will occur upon the
consummation of the merger or acquisition. In order to make such a transaction
feasible, it is highly probable that management will offer a controlling
interest in the Company to any identified merger or acquisition candidate.
The present management and the current shareholders of the Company may not have
control of a majority of the voting shares of the Company following a
reorganization transaction. As part of such a transaction, all or a majority of
the Company's Directors may resign and new Directors may be appointed without
any vote by shareholders.
Present shareholders have not agreed to vote their respective shares of Common
Stock in accordance with the vote of the majority of all non-affiliated future
shareholders of the Company with respect to any business combination.
Not an "Investment Advisor"
The Company is not an "investment advisor" under the Federal Investment Advisers
Act of 1940, which classification would involve a number of negative
considerations. Accordingly, the Company will not furnish or distribute advise,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Advisers Act of 1940, 15USC 80b2(a)(11).
Not an "Investment Company"
The Company may become involved in a business opportunity through purchasing or
exchanging the securities of such business. The Company does not intend,
however, to engage primarily in such activities and is not registered as an
"investment company" under the Federal Investment Company Act of 1940. The
Company believes such registration is not required.
The Company must conduct its activities so as to avoid becoming inadvertently
classified as a transient "investment company" under the Federal Investment
Company Act of 1940, which classification would affect the Company adversely in
a number of respects. Section 3(a) of the Investment Company Act provides the
definition of an "investment company" which excludes an entity which does not
engage primarily in the business of investing, reinvesting or trading in
securities, or which does not engage in the business of investing, owning,
holding or trading "investment securities" (defined as "all securities other
than United States government securities or securities of majority-owned
subsidiaries") the value of which exceeds forty (40.0%) of the value of its
total assets (excluding government securities, cash or cash items). The Company
intends to implement its business plan in a manner which will result in the
availability of this exemption from the definition of "investment company". The
Company proposes to engage solely in seeking an interest in one or more business
opportunities or ventures.
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Effective January 14, 1981, the U. S. Securities and Exchange Commission adopted
Rule 3a-2 which deems that an issuer is not engaged in the business of
investing, reinvesting, owning, holding or trading in securities for purposes of
Section 3(a)(1), cited above, if, during a period of time not exceeding one
year, the issuer has a bona fide intent to be engaged primarily, or as soon as
reasonably possible (in any event by the termination of a one year period of
time), in a business other that of investing, reinvesting, owning, holding or
trading in securities and such intent is evidenced by the Company's business
activities and appropriate resolution of the Company's Board of Directors duly
adopted and duly recorded in the minute book of the Company. The Rule 3a-2 "safe
harbor" may not be relied on more than a single time. The Company expects to
have invested or committed all, or substantially all, of the proceeds of this
public offering in the investigation and/or acquisition of a business
opportunity acquisition within a year after completion of the offering and
thereafter to not encounter the possibility of being classified as a transient
investment company.
Item 7 - Index to Financial Statements
The required accompanying financial statements begin on page F-1 of this
document.
Item 8 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None
PART III
Item 9 - Officers and Directors
The directors and executive officers serving the Company are as follows:
Name Age Position Held and Tenure
---- --- ------------------------
Glenn Little 47 President, Director
Matthew Blair 43 Secretary, Treasurer Director
The directors named above will serve until the next annual meeting of the
Company's stockholders or until their successors are duly elected and have
qualified. Directors will be elected for one-year terms at the annual
stockholders meeting. Officers will hold their positions at the pleasure of the
board of directors, absent any employment agreement, of which none currently
exists or is contemplated. There is no arrangement or understanding between any
of the directors or officers of the Company and any other person pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement, plan or understanding as to whether non-management
shareholders will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements, agreements or
understandings between non-management shareholders that may directly or
indirectly participate in or influence the management of the Company's affairs.
The directors and officers will devote their time to the Company's affairs on an
as needed basis, which, depending on the circumstances, could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall within the range of five to ten hours per month. There are no
agreements or understandings for any officer or director to resign at the
request of another person, and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.
Biographical Information
Glenn A. Little, is a graduate of The University of Florida, Gainesville
(Bachelor of Science in Business Administration) and the American Graduate
School of International Management (Master International Management) and has
been the principal of Little and Company Investment Securities (LITCO), a
Securities Broker/Dealer with offices in Midland, Texas since 1979. Mr. Little
currently serves as an officer of other inactive public corporations having the
same business purpose as the Company.
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Before founding LITCO, Mr. Little was a stockbroker with Howard, Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First National Bank of
Commerce in New Orleans, Louisiana.
Matthew Blair was formerly a solo practitioner of law in Midland, Texas and is
presently a Title IV-D Master in Midland County Texas. Before opening his
practice he served in the Legal Department of the Federal Deposit Insurance
Corporation (FDIC), Midland, Texas where he gained exposure to corporate
structures and debt workouts. His employment before the FDIC appointment was
with Texas American Energy and Exxon Corporation. Mr. Blair received a Bachelor
of Arts in Government from The University of Texas at Austin (1975) and Juris
Doctor from Texas Tech University School of Law (1979). He is licensed in every
state court in Texas, United States District Court (Texas) and in The United
States Supreme Court.
Item 10 - Executive Compensation
There was no compensation paid during the Fiscal year ended December 31, 2000.
None of the Company's current officers or directors receives or has received any
salary from Company during the preceding five years. The Company does not
anticipate entering into employment agreements with any of its officers or
directors in the near future. Directors do not receive compensation for their
services as directors and are not reimbursed for expenses incurred in attending
board meeting.
Item 11 - Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this Registration Statement,
the number of shares of Common Stock owned of record and beneficially by
executive officers, directors and persons who hold 5% or more of the outstanding
Common Stock of the Company. Also included are the shares held by all executive
officers and directors as a group.
% of Class
Name and address Number of Shares Beneficially Owned
---------------- ---------------- ------------------
Glenn A. Little 0 0.00%
211 West Wall
Midland, Texas 79701
Matthew Blair 0 0.00%
200 West Wall, Suite 104
Midland, Texas 79701
C. Michael Lawrence
8155 Hygine Road
Longmont, Colorado 80503 4,960,000 4.16%
All Directors and 4,960,000 4.16%
Executive Officers (3 persons)
Item 12 - Certain Relationships and Related Transactions
None
Item 13 - Exhibits and Reports on Form 8-K
Exhibit 27.1 - Financial Data Schedule
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SIGNATURES
In accord with Section 13 or 15(d) of the Securities Act of 1993, as amended,
the Company caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
Boulder Brewing Company
Dated: January 4, 2001 By: /s/ Glenn A. Little
--------------- ----------------------
Glenn A. Little
President and Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, as amended, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the date as indicated.
Dated: January 4, 2001 By: /s/ Glenn A. Little
--------------- ----------------------
Glenn A. Little
President, Director and
Chief Executive Officer
11
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BOULDER BREWING
COMPANY
Financial Statements
and
Auditor's Report
December 31, 2000 and 1999
S. W. HATFIELD, CPA
certified public accountants
Use our past to assist your future sm
<PAGE>
Boulder Brewing Company
Contents
Page
----
Report of Independent Certified Public Accountants F-3
Financial Statements
Balance Sheets
as of December 31, 2000 and 1999 F-4
Statements of Operations
for the years ended December 31, 2000 and 1999 F-5
Statement of Changes in Shareholders' Equity
for the years ended December 31, 2000 and 1999 F-6
Statements of Cash Flows
for the years ended December 31, 2000 and 1999 F-7
Notes to Financial Statements F-8
F-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
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
Boulder Brewing Company
We have audited the accompanying balance sheets of Boulder Brewing Company (a
Colorado corporation) as of December 31, 2000 and 1999 and the related
statements of operations and comprehensive income, changes in shareholders'
equity and cash flows for the each of the two years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boulder Brewing Company as of
December 31, 2000 and 1999 and the related statements of operations and
comprehensive income, changes in shareholders' equity and cash flows for the
each of the two years then ended, 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
January 4, 2001
Use our past to assist your future sm
(secure mailing address) (overnight delivery/shipping address)
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]
F-3
<PAGE>
<TABLE>
<CAPTION>
Boulder Brewing Company
Balance Sheets
December 31, 2000 and 1999
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
------
Current assets
Cash on hand and in bank $ -- $ --
----------- -----------
Total current assets -- --
----------- -----------
Total Assets $ -- $ --
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities
Current liabilities
Accounts payable - trade $ 116,740 $ 116,740
----------- -----------
Total current liabilities 116,740 116,740
----------- -----------
Commitments and contingencies
Shareholders' equity (deficit)
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 (3,020,646) (3,020,646)
----------- -----------
Total Shareholders' Equity (Deficit) (116,740) (116,740)
----------- -----------
Total Liabilities and Shareholders' Equity $ -- $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
Boulder Brewing Company
Statements of Operations and Comprehensive Income
Years ended December 31, 2000 and 1999
2000 1999
----------- -----------
Revenues $ -- $ --
----------- -----------
Expenses
General and administrative expenses -- 3,648
----------- -----------
Total operating expenses -- 3,648
----------- -----------
Income (Loss) from continuing operations
before provision for income taxes -- (3,648)
Provision for income taxes -- --
----------- -----------
Net Income (Loss) -- (3,648)
Other Comprehensive Income -- --
----------- -----------
Comprehensive Income (Loss) $ -- $ (3,648)
=========== ===========
Earnings per share of common stock
outstanding computed on net income
(loss), principally from discontinued
operations - basic and fully diluted nil nil
=========== ===========
Weighted-average number of shares
outstanding - basic and fully diluted 118,953,529 118,953,529
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
Boulder Brewing Company
Statement of Changes in Shareholders' Equity
Years ended December 31, 2000 and 1999
Common Stock Additional
------------ paid-in Accumulated
Shares Amount capital deficit Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balances at
January 1, 1998 118,953,529 $ 118,953 $ 2,784,953 $(3,016,998) $ (113,092)
Net loss for the year -- -- -- (3,648) (3,648)
----------- ----------- ----------- ----------- -----------
Balances at
December 31, 1998 118,953,529 118,953 2,784,953 (3,020,646) (116,740)
Net loss for the year -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balances at
December 31, 1999 118,953,529 $ 118,953 $ 2,784,953 $(3,020,646) $ (116,740)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
Boulder Brewing Company
Statements of Cash Flows
Years ended December 31, 2000 and 1999
2000 1999
------- -------
Cash Flows from Operating Activities
Net income (loss) for the period $ -- $(3,648)
Adjustments to reconcile net loss
to net cash provided by operating activities
Increase in Accounts payable - trade -- 3,648
------- -------
Net cash used in operating activities -- --
------- -------
Cash Flows from Investing Activities -- --
------- -------
Cash Flows from Financing Activities -- --
------- -------
Increase (Decrease) in Cash -- --
Cash at beginning of period -- --
------- -------
Cash at end of period $ -- $ --
======= =======
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid for the year $ -- $ --
======= =======
Income taxes paid for the year $ -- $ --
======= =======
The accompanying notes are an integral part of these financial statements.
F-7
<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 December 31, 2000 and 1999, 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 December 31, 2000 and 1999, 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.
F-8
<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 December 31, 2000 and 1999,
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.
F-9
