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: March 31, 2006
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[ ] 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
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BOULDER CAPITAL OPPORTUNITIES, II, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1356598
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 12483 Chandler, Arizona 85248
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(Address of principal executive offices)
(480)792-6603
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(Issuer's telephone number)
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(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 [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
As of May 11, 2006, 3,215,537 shares of common stock were outstanding. The
securities of this Company do not trade in a public market.
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.
Item 2. Management's Discussion and Analysis or Plan of Operation.
PLAN OF OPERATIONS
We have generated no revenues from our operations in recent years and have
been a development stage company since our formation. Since we have not
generated revenues and have not been in a profitable position, we operate with
minimal overhead. Our primary activity will be to search for and to acquire oil
and gas leases for our own account, and for the foreseeable future to search for
and to acquire oil and gas leases for the account of our clients.
On November, 1, 2005, we acquired a 4% interest in twelve mineral leases
located in Jasper County, Texas. We acquired these interests from an
unaffiliated third party for $20,000 in cash. Otherwise, no leases or clients
have been identified at this time.
For the fiscal quarter ended March 31, 2006, we had no revenue, as compared
to no revenue for the fiscal quarter ended March 31, 2005.
For the fiscal quarter ended March 31, 2006, we had a total of $14,448 in
operating expenses, as compared to no operating expenses for the fiscal quarter
ended March 31, 2005. The operating expenses in the fiscal quarter ended March
31, 2006 were essentially related to professional fees and rental charges.
For the fiscal quarter ended March 31, 2006, we had a net loss of $14,448,
or $(0.01) per share, as compared to no net loss for the fiscal quarter ended
March 31, 2005. We had no activity for the fiscal quarter ended March 31, 2005.
Our plan is to develop oil and gas lease projects in which we can act
either as the drilling operator for an investor group or as a broker of leases
for a lessor and for the account of its clients. Leases may be received from
individuals or companies by assignment under an agreement to develop or sell
such leases on behalf of such persons. We also plan in the future to act as a
broker for lease situations involving third parties.
We will focus our attention on drilling primarily in the same specific
geographical area in which we plan to acquire interests. We plan to concentrate
our activities in the Western United States. We plan to utilize various
reporting services such as Petroleum Information and our contacts within the
petroleum industry to identify drilling locations, companies and ownership
activity. However, since the thrust of our initial efforts will be to acquire
leases with a minimum of capital outlay, we will also look at situations in any
other geographical area where such leases may be obtained. The ability to drill
in a specific lease area will be secondary to the ability to acquire a lease on
terms most favorable to us and at little or no capital outlay. At the present
time, we have been looking for leases which meet the above-mentioned criteria
but has not yet identified any lease situations which we believe would be
appropriate for acquisition. We cannot predict when such identification will
occur.
2
We expect to enter into turnkey drilling contracts with an unaffiliated
third party for the drilling of any wells. At some later time, we may act as the
driller of the wells, although there are no plans to do so at the present time.
The costs of drilling wells have not been determined at this time. In any case,
we will make every attempt to see that the well are drilled in such areas with
our best estimate of making the best return on investment for us and our
partners.
The turnkey drilling contract represents the cost of drilling and
completion. If, in our sole opinion, a well should not be completed because it
will not produce sufficient oil or gas to return a profit, then we would not
anticipate expending the completion funds for such well.
It is currently anticipated that any wells to be drilled by us will be
drilled within the geographical area or areas selected by us. However, once
selected, if subsequent engineering evaluation indicates a more favorable
location, we reserve the right to move the drill site or sites, as the case may
be, to such location or locations, as the case may be. Any substituted well
location or drill site would compare favorably with the general character of the
site previously selected regarding degree of risk, drilling depth and cost.
Furthermore, it is expected, though not necessarily required, that any such
substituted well location or drill site will be in the same general area as the
site specified herein.
In addition, we would reserve the right to unitize or pool all of the wells
in the selected geographical area into a common production pool or unit. In such
event, the owners of the wells, which may include non-partnership investors of
ours, will share in the revenue on a pro-rata basis.
We expect to participate in joint ventures with other entities in the
development of some prospects. We will have the sole discretion in determining
which prospects will be suitable for joint venture participation. In each such
joint venture project, any such partnership would receive its pro rata portion
of the 100% working interest and would be responsible for its pro rata share of
costs and expenses.
Also, we may seek, investigate, and, if warranted, acquire one or more oil
or gas properties. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. We have
very limited capital, and it is unlikely that we will be able to take advantage
of more than one such business opportunity. We intend to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.
At the present time we have not identified any additional oil or gas
business opportunity that we plan to pursue, nor have we reached any agreement
or definitive understanding with any person concerning any business matter. No
assurance can be given that we will be successful in finding or acquiring a
desirable business opportunity, or that any acquisition that occurs will be on
terms that are favorable to us or our stockholders.
Our plan of operations for the remainder of the fiscal year is to continue
to carry out our plan of business discussed above. This includes seeking to
complete a merger or acquisition transaction for oil or gas properties.
3
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2006, we had a total of $22,736 in cash. As of March 31,
2005, we had no cash. We completed a private placement in November, 2005. We
raised $85,200 with the sale of common shares. The common shares issued after
March 31, 2006.
Our management feels we have inadequate working capital to pursue any
business opportunities other than seeking leases for acquisition and partnership
with third parties. We will have negligible capital requirements prior to the
consummation of any such acquisition. We so not intend to pay dividends in the
foreseeable future.
We will not be required to raise additional funds, nor will our shareholders
be required to advance funds in order to pay our current liabilities and to
satisfy our cash requirements for the next twelve months.
Item 3. Controls and Procedures
Within the 90 days prior to the date of this Quarterly Report on Form
10-QSB, we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures and our internal controls and procedures for
financial reporting. This evaluation was done under the supervision and with the
participation of our management, including the President and the Chief Financial
Officer. In accordance with SEC requirements, the President and Chief Financial
Officer note that, since the date of the evaluation to the date of this
Quarterly Report, there have been no significant changes in internal controls or
in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses. Based upon our evaluation, the President and Chief Financial Officer
have concluded that our disclosure controls are effective to ensure that
material information relating to us is made known to management, including the
President and Chief Financial Officer, particularly during the period when our
periodic reports are being prepared, and that our internal controls are
effective to provide reasonable assurance that our financial statements are
fairly presented in conformity with generally accepted accounting principles.
4
BOULDER CAPITAL OPPORTUNITIES II, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
THREE-MONTHS ENDED MARCH 31, 2006
(UNAUDITED)
5
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Balance Sheets
Unaudited Audited
March 31, December 31,
2006 2005
--------- ---------
ASSETS
Current Assets:
Cash $ 22,736 $ 37,184
Accounts Receivable -- --
--------- ---------
Total Current Assets 22,736 37,184
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Other Assets:
Rent Deposit 2,500 2,500
Undeveloped Oil Leases 20,000 20,000
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Total Other Assets 22,500 22,500
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TOTAL ASSETS $ 45,236 $ 59,684
========= =========
STOCKHOLDERS' EQUITY
Stockholders' Equity
Preferred Stock, no par value,10,000,000
shares authorized none issued or
outstanding -- --
Common Stock, no par value, 100,000,000 shares
authorized 2,430,200 shares issued and
outstanding at March 31, 2006 and
December 31, 2005 144,164 144,164
Stock to be issued 85,200 85,200
Deficit accumulated during the exploration stage (184,128) (169,680)
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Total Shareholders' Equity 45,236 59,684
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TOTAL STOCKHOLDERS' EQUITY $ 45,236 $ 59,684
========= =========
See Accountants Review Report
6
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
Three-Months Ended August 6, 1996
March 31, Inception to
------------------------ March 31,
2006 2005 2006
----------- --------- -----------
Revenue:
Rental Income $ -- $ -- $ 5,000
----------- --------- -----------
Total Income -- -- 5,000
----------- --------- -----------
Costs and Expenses:
Amortization -- -- 28,400
Professional Fees 6,250 -- 111,837
General and Admnistrative 8,198 -- 48,967
----------- --------- -----------
Total Operating Expenses 14,448 -- 189,204
----------- --------- -----------
Other Income/Expenses
Interest Income -- -- 76
----------- --------- -----------
Total Other Income/Expenses -- -- 76
----------- --------- -----------
Net Loss $ (14,448) $ -- $ (184,128)
=========== ========= ===========
Per Share Information:
Weighted average number
of common shares outstanding 2,430,200 2,230,200
----------- ---------
Net Loss per common share $ (0.01) *
=========== =========
* Less than $.01
See Accountants Review Report
7
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Stockholders' Equity (Deficit)
March 31, 2005
(Unaudited)
Deficit
COMMON STOCKS Accum.
------------------- During Total
Stocks to Exploration Stockholders'
# of Shares Amount be Issued Stage Equity
---------- ---------- ---------- ---------- ----------
Balance - August 8, 1996 -- $ -- $ -- $ -- $ --
Issuance of stock for compensation 710,000 28,400 -- -- 28,400
Issuance of stock for cash 100,000 4,000 -- -- 4,000
Issuance of stock for cash 200,000 8,000 -- -- 8,000
Net Loss for Year -- -- -- (6,448) (6,448)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 1996 1,010,000 40,400 -- (6,448) 33,952
---------- ---------- ---------- ---------- ----------
Issuance of stock for compensation 20,200 20,200 -- -- 20,200
Net Loss for Year -- -- -- (32,493) (32,493)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 1997 1,030,200 60,600 -- (38,941) 21,659
---------- ---------- ---------- ---------- ----------
Additional Paid-In Capital -- 5,564 -- -- 5,564
Net Loss for Year -- -- -- (12,792) (12,792)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 1998 1,030,200 66,164 -- (51,733) 14,431
---------- ---------- ---------- ---------- ----------
Net Loss for Year -- -- -- (17,940) (17,940)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 1999 1,030,200 66,164 -- (69,673) (3,509)
---------- ---------- ---------- ---------- ----------
Issuance of stock for compensation 1,200,000 48,000 -- -- 48,000
Net Loss for Year -- -- -- (48,000) (48,000)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 2000 2,230,200 114,164 -- (117,673) (3,509)
---------- ---------- ---------- ---------- ----------
Net Loss for Year -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance - December 31, 2001 2,230,200 114,164 -- (117,673) (3,509)
---------- ---------- ---------- ---------- ----------
Net Loss for Year -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance - December 31, 2002 2,230,200 114,164 -- (117,673) (3,509)
---------- ---------- ---------- ---------- ----------
Net Loss for Year -- -- -- (8,700) (8,700)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 2003 2,230,200 114,164 -- (126,373) (12,209)
---------- ---------- ---------- ---------- ----------
Net Loss for Year -- -- -- (13,865) (13,865)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 2004 2,230,200 114,164 -- (140,238) (26,074)
---------- ---------- ---------- ---------- ----------
Stock issued for cash 200,000 30,000 -- 30,000
Stock to be issued -- -- 85,200 -- 85,200
Net Loss for Year -- -- -- (29,442) (29,442)
---------- ---------- ---------- ---------- ----------
Balance - December 31, 2005 2,430,200 144,164 85,200 (169,680) 59,684
---------- ---------- ---------- ---------- ----------
Net loss for Period -- -- -- (14,448) (14,448)
---------- ---------- ---------- ---------- ----------
Balance - March 31, 2006 2,430,200 $ 144,164 $ 85,200 $ (184,128) $ 45,236
========== ========== ========== ========== ==========
See Accountants Review Report
8
BOULDER CAPITAL OPPORTUNITIES, INC.
(An Exploration Stage Company)
Statements of Cash Flow
(Unaudited)
Indirect Method
Three-Months Ended August 6, 1996
March 31, (Inception) to
----------------------- March 31,
2006 2005 2006
--------- ---------- ---------
Cash Flows from Investing Activities:
Acquisition of Oil Leases -- -- (20,000)
Acquisition of organizational services -- -- (28,400)
--------- ---------- ---------
Net Cash Used for Investing Activities -- -- (48,400)
--------- ---------- ---------
Cash Flows from Financing Activities:
Stocks to be issued -- -- 85,200
Issuance of common stock -- -- 47,564
--------- ---------- ---------
Net Cash Provided by Finacing Activities -- -- 132,764
--------- ---------- ---------
Net Increase in Cash & Cash Equivalents (14,448) -- 22,736
Beginning Cash & Cash Equivalents 37,184 -- --
--------- ---------- ---------
Ending Cash & Cash Equivalents $ 22,736 $ -- $ 22,736
========= ========== =========
SUPPLEMENTAL DISCLOSUE OF CASH FLOW INFORMATION
Cash paid for interest $ -- $ -- $ --
========= ========== =========
Cash paid for Income Taxes $ -- $ -- $ --
========= ========== =========
NON-CASH TRANSACTIONS
Common stock issued for services $ -- $ -- $ 96,600
========= ========== =========
See Accountants Review Report
9
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2006
(Unaudited)
Note 1 - Presentation of Interim Information:
------------------------------------
In the opinion of the management of Boulder Capital Opportunities II, Inc. the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of March 31,
2006 and the results of operations for the three-months ended March 31, 2006 and
2005 and the period August 6, 1996 (inception) to March 31, 2006, and the
related cash flows for the three-months ended March 31, 2006 and 2005 and the
period August 6, 1996 (inception) to March 31, 2006. Interim results are not
necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Company's audited financial
statements and notes for the fiscal year ended December 31, 2005.
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PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
31.1 Certification of CEO and CFO pursuant to Sec. 302
32.1 Certification of CEO and CFO pursuant to Sec. 906
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
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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: May 11, 2006
By /s/ Michael Delaney
-----------------------------------
Michael Delaney, President
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