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 year ended December 31, 2006


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File No: 0-21847


BOULDER CAPITAL OPPORTUNITIES II, INC.
(Name of small business in its charter)


 
  Colorado  
84-1356898
(State or other jurisdiction
(IRS Employer
of Incorporation)
Identification No.)
 
 

 
P.O. Box 12483
 
 Chandler, Arizona 
85248
(Address of principal executive offices)
(Zip Code)
 
 
Issuer's telephone number: (480)792-6603

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Act: Common Stock no par value

Check whether issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act [ ]

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]    No []
 
 
 


Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant'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. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes [X]      No [ ]

State issuer's revenue for its most recent fiscal year: $-0-

State the aggregate market value of the voting stock held by nonaffiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days: $-0-.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,215,537 as of March 31, 2007.

References in this document to "us," "we," "our," or "the Company" refer to Boulder Capital Opportunities II, Inc. its predecessors and its subsidiaries.


PART I

RISK FACTORS

We have no operating history and have never been profitable.

We were formed as a Colorado business entity in August, 1996. At the present time, we are in the development stage company and only minimally capitalized. We have not engaged in any substantial business activity, and have no successful operating history. There can be no guarantee that we will ever be profitable.

Our accountants have expressed a going concern qualification in our financials.

We have never had operations. We may never generate sufficient revenues to fund our operations. We may never generate positive cash flow or attain profitability in the future. Our accountants have expressed substantial doubt as to its ability to continue as a going concern.

We have a lack of liquidity and will need additional financing.

We presently have no substantial liquidity. As a result, we expect to experience a lack of liquidity until and unless we can obtain additional financing. It is expected that we will need additional financing of some type, which it does not now possess, to develop any of our operations. We expect to rely principally upon joint venture and lease plays for additional financing, the success of which cannot be guaranteed. To the extent that we experience a substantial lack of liquidity, our development in accordance with its proposed plan may be delayed or indefinitely postponed, which would have a materially adverse impact on our operations and the shareholders' investment.

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We expect to have challenges in developing our operations.

The results of our operations will depend, among other things, upon our ability to develop our business plan. Further, there is the possibility that our proposed operations will not generate income sufficient to meet operating expenses or will generate income and capital appreciation, if any, at rates lower than those anticipated or necessary to sustain the investment. Our operations may be affected by many factors, some of which are beyond our control. Any of these problems, or a combination thereof, could have a materially adverse affect on our viability as an entity.

We are essentially a start-up company and should be considered an inherently risky investment.

Because we have no history, we can be considered essentially a start-up company. The operations in which we propose to engage in, the oil and gas business, is an extremely risky business, subject to numerous risks. Many of these risks cannot be foreseen at this time. Therefore, investors should consider an investment in us to be an extremely risky venture, for which they could reasonably be expected to lose their entire investment.

Oil and gas markets are extremely volatile.

Oil and gas markets have historically been extremely volatile. While in the past few years, the price of oil and gas has stabilized, there is no assurance that in the future prices for oil and gas production may become volatile in the future.

We expect to compete for Suitable Prospects or Producing Properties.

Competition for prospects and production properties typically is intense. We will be competing with a number of other potential brokers to identify purchasers of prospects and producing properties, most of which will have greater financial resources than us. The bidding for prospects is customarily intense, with different bidders evaluating potential acquisitions with different product pricing parameters and other criteria that result in widely divergent bid prices. The presence in the market of bidders willing to pay prices higher than are supported by our evaluation criteria could further limit our ability to acquire prospects, Low or uncertain prices for properties can cause potential sellers to withhold or withdraw properties from the market. In this environment, there can be no assurance that there will be a sufficient number of suitable prospects available for us to broker or acquire.

We expect to be otherwise subject to substantial competition.

Our proposed business is highly competitive, and we will be competing with numerous established companies having substantially greater financial resources and experience than us. There can be no guarantee that we will ever be able to compete successfully.

Defects in title to properties could cause us problems.

It is customary in the oil and gas industry that upon acquiring an interest in a property, that only a preliminary title investigation be done at that time. If the title to the prospects should prove to be defective, we could incur substantial costs for curative title work.

- 3 -


We will not be able to insure against all risks.

We will not be insured against all losses or liabilities which may arise from operations, either because such insurance is unavailable or because we have elected not to purchase such insurance due to high premium costs or other reasons.

We expect federal and state taxation to have a significant impact on us.

Federal and state income tax laws are of particular significance to the oil and gas industry. The "windfall profits tax" adopted in the 1980's reduces the profits which may be realized by us in the production of crude oil. Recent legislation has eroded previous benefits to oil and gas producers, and any subsequent legislation may continue this trend. The states in which we may conduct oil and gas activities also impose taxes upon the production of oil and gas located within such states. There can be no assurance that the tax laws will not be changed or interpreted in the future in a manner which adversely affects us.

We are subject to be subject to substantial government regulation.
 
The oil and gas business is subject to substantial governmental regulation, including the power to limit the rates at which oil and gas are produced and to fix the prices at which oil and gas are sold. It cannot be accurately predicted whether additional legislation or regulation will be enacted or become effective.

There is no present market for our securities.

There is at present no market for our shares, and there can be no assurance that a significant trading market will develop in the future for these securities. As a result, an investor must consider his investment to be essentially illiquid. Each investor must be prepared to hold his investment for an indefinite period of time unless an active market develops in some or all of the securities.

We have never paid any dividends and do not expect to pay dividends in the future.

We have not paid any dividends on our common stock. There can be no assurance that our business operations will generate sufficient income to allow it to pay dividends in the future.


ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

We were incorporated under the laws of the State of Colorado on August 8, 1996. As of the date of this report on Form 10-KSB, we are still in the development stage. To date our primary activities have been organizational ones, directed at developing our business plan and raising our initial capital. We are in the oil and gas business. We have no full-time employees and own no real estate other than our mineral leases.

On December 17, 1997, control of us passed to Michael Delaney, who paid cash consideration of $11,359 for a total of 627,965 common shares, which was a total of approximately 61% of our shares. Mr. Delaney was also named our President, Secretary, and sole Director at that time, and the former Officer and Director resigned.

- 4 -


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. We anticipate seeing a revenue stream develop beginning in July, 2007.

PROPOSED OPERATIONS

Our business plan is to develop oil and gas wells for our own account and for potential clients. We have investigated certain possibilities but have drilled no oil or gas wells. At the present time, there are no active negotiations being carried on regarding the acquisition of properties and the drilling of oil or gas wells. Within the next twelve months, we plan to limit our activities to the Western United States. We may also look to option leases, which we would hold for resale to third parties.

Potential 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 plan in the future to act as a broker for lease situations involving third parties. No leases or clients have been identified at this time. It is also our intention 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.

When acting for our own account, we will acquire interests in various lease tracts located in areas where we plan to explore for oil or gas. At the present time, none of the specific tracts have been identified by us. However, the tracts are expected to fit into an overall profile.

The tracts will be entirely within a specific, defined geographical area, will be exploratory or developmental, at our discretion, and will be subject to landowners' and overriding royalty interests totaling in the range of 12.5% to 25%, so we and our partners can acquire between a 87.5% and 75% net revenue interest and a 100% working interest in the drill site. The specific ownership interests between us and our partners will be negotiated on an individual project basis.

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.

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.

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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 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.

MARKETS

Our initial marketing plan will be focused completely on developing 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. No efforts toward this marketing plan have been made as of the date hereof.

RAW MATERIALS

The use of raw materials is not now material factor in our operations at the present time.

CUSTOMERS AND COMPETITION

At the present time, we are expected to be experience intense competition in the acquisition of oil and gas leases. There are a number of established companies, many of which are larger and better capitalized than us and/or have greater personnel resources and technical expertise. In view of our extremely limited financial resources, we will be at a significant competitive disadvantage compared to our competitors.

BACKLOG

At December 31, 2006, we had no backlogs.

- 6 -


EMPLOYEES

At as of the date hereof, we have two employees, our President, Mr. Delaney and our Secretary, Mr. Parker, neither of whom presently receives any compensation. We do not plan to hire employees in the future.

PROPRIETARY INFORMATION

We have no proprietary information.

GOVERNMENT REGULATION AND ENVIRONMENTAL COMPLIANCE

We expect to be subject to material governmental regulation and environmental compliance and approvals customarily incident to the operation of an oil and gas company. The extent of such regulation cannot be determined at this time, since the properties to be explored have not yet been selected. It will be our policy to fully comply with all governmental regulation.

RESEARCH AND DEVELOPMENT

We have never spent any amount in research and development activities.

ITEM 2. DESCRIPTION OF PROPERTY.
 
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. We anticipate seeing a revenue stream develop beginning in July, 2007.

Our headquarters are at P.O. Box 12483, Chandler, Arizona 85248, which is the address of our President. Our telephone number is (480)792-6603. We pay no rent for these facilities. Otherwise, we do not maintain any other facilities.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer or affiliate of ours, and no owner of record or beneficial owner of more than 5% of the securities of ours, or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to us in reference to pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of our security holders during the fourth quarter of the fiscal year which ended December 31, 2006.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is currently no public trading market for our securities. The securities are held of record by a total of approximately 47 persons.

No dividends have been declared or paid on our securities, and it is not anticipated that any dividends will be declared or paid in the foreseeable future.

ITEM 6. 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. We anticipate seeing a revenue stream develop beginning in July, 2007. Otherwise, no leases or clients have been identified at this time.

We intend 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.

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.

- 8 -


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 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 next twelve months 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.

LIQUIDITY AND CAPITAL RESOURCES

As of the end of the reporting period, we had no material cash or cash equivalents. There was no significant change in working capital during this fiscal year.

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 completed a private placement in November, 2005. We raised $85,200 with the sale of common shares. The common shares have not yet been issued.

- 9 -


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 7. FINANCIAL STATEMENTS.

Financial statements for the years ended December 31, 2006 and 2005 are presented in a separate section of this report following Item 14.

ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There were no disagreements on accounting and financial disclosures with the present accounting firm during the reporting period.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this annual report on Form 10-KSB, we evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). That evaluation was performed under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms, and that such information is accumulated and communicated to our management, including our certifying officer, to allow timely decisions regarding the required disclosure.

Changes in Internal Control over Financial Reporting

The Company has made no significant change in its internal control over financial reporting during the most recent fiscal quarter covered by this annual report on Form 10-KSB that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

Nothing to report.

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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers currently serving the Company are as follows:

       Name  
Age 
Positions Held and Tenure
     
Michael J. Delaney
52
President, Treasurer and
 
 
Director
 
 
  
Douglas Parker
54
Secretary and Director
 
The directors named above will serve until the next annual meeting of our stockholders. Thereafter, 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 our directors or officers or any other person pursuant to which any director or officer was or is to be selected as a director or officer.

Our directors and officers will devote his time to our 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.

Biographical Information

Michael Delaney, President, Treasurer and Director. In January, 1998, he became our President, Secretary, and sole Director. Since 1980, Mr. Delaney has also been the owner and president of MD Sales, a sales representative and consulting firm for various companies in product development, sales, and marketing. Mr. Delaney has served as a Director of Maui Capital Corporation from 1988 to 1995 and of Parkway Capital Corporation from 1988 to 1994.

Douglas Parker has been Secretary and a Director of our company since December, 2006. From July, 2006 to the present, he has been Managing Director for Litmus Consulting, LLC, which specializes in targeting and addressing the needs of enterprenuerial and high-growth companies seeking cross-border capital markets.  From 2004 to the present, he has also been the Chief Financial Officer of IIBEX Holdings, Inc, and its predecessor IIBEX, Ltd., which specializes in cross-border public capital markets. From December, 2004 to July, 2006, he was the Senior Vice President and Chief Financial Officer of Production Enhancement Group, which is a private oil field services company he took public on the Toronto Stock Exchange. Prior to that time, he served as a financial officer of several public and private companies. Mr. Parker has an MBA, Finance and Taxation and a BBA, Accounting from the University of Houston. He currently devotes on an as needed basis to our business, which generally amounts to about five hours per month.

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Compliance With Section 16(a) of the Exchange Act.

We have no report to give with respect to any matters involving compliance with Section 16(a) of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION.

Our directors and officers received no remuneration from us during the fiscal year. Otherwise, until we acquire additional capital, our officers and directors will receive compensation from us for reimbursement only of out-of-pocket expenses. We have no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of March 31, 2007, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5.0% or more of the outstanding our Common Stock. Also included are the shares held by all executive officers and directors as a group.


      Name and
Number of Shares
Percent of
       Address
Owned Beneficially
Class Owned
     
Michael J. Delaney
1,253,965
39%
P.O. Box 12483
    
Chandler, Arizona 85248
    
     
Douglas Parker
100,000
3%
P.O. Box 12483
    
Chandler, Arizona 85248
    
     
All directors and
    
executive officers
    
(2 persons)
1,353,965
42%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Conflicts of Interest

None of our officers will devote more than a portion of his time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of the officer's other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.

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Lease

We maintained a satellite office in Houston, Texas. It was located at 651 Bering, Suite 2002, Houston, Texas 77057. We have rented this office from a company owned by one of our shareholders. We paid $2,500 per month on a month-to- month year lease. We no longer lease this space.

ITEM 13. EXHIBITS AND REPORTS ON FORM 10-KSB.

The Exhibits listed below are filed as part of this Annual Report.
 
 Exhibit No. 
Document
   
3.1 *
Articles of Incorporation
3.2 *
Bylaws
4.1 *
Specimen Certificate
10.1 *
Partial Assignment and Bill of Sale of Oil, Gas and
 
Mineral Leases
31.1
Certification of CEO/CFO pursuant to Sec. 302
32.1
Certification of CEO/CFO pursuant to Sec. 906
___________

* Previously filed.

We filed no reports Form 8-K during the last quarter of its fiscal year ending December 31, 2006.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Jaspers + Hall, PC, Certified Public Accountants, billed an aggregate of $4,000 for the year ended December 31, 2006 an aggregate of $1,000 for the year ended December 31, 2005 for professional services rendered for the audit of our annual financial statements and review of the financial statements included in our quarterly reports.

We do not have an audit committee and as a result its entire board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.


- 13 -

 


BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
 
 

 
FINANCIAL STATEMENTS
For Year Ended December 31, 2006


 


- 14 -
 
 
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
  
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Boulder Capital Opportunities II, Inc.
Chandler, AZ


We have audited the accompanying balance sheet of Boulder Capital Opportunities II, Inc., (An Exploration Stage Company) as of December 31, 2006 and 2005 and the related statements of operations, stockholders’ equity, and cash flows for the 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 Capital Opportunities II, Inc., (An Exploration Stage Company) as of December 31, 2006 and 2005, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles of the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements the Company is in the exploration stage, and will require funds from profitable operations, from borrowing or from sale of equity securities to execute its business plan. Management’s plans in regard to these matters are also discussed in Note 3. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.


/s/ Jaspers + Hall, PC
Denver, Colorado
March 29, 2007
 
 
 
 
 

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Balance Sheets


   
AUDITED
  
   
December 31,
  
   
2006
  
2005
  
           
ASSETS;
          
           
   Current Assets:
          
    Cash
  
$
9,260
  
$
37,184
  
               
Total Current Assets
    
9,260
   
37,184
 
               
   Other Assets:
              
    Rent Deposit
    
2,500
   
2,500
 
    Purchase of Oil Leases
    
20,000
   
20,000
 
               
Total Other Assets
    
22,500
   
22,500
 
               
TOTAL ASSETS
  
$
31,760
  
$
59,684
  
               
STOCKHOLDERS' EQUITY (DEFICIT)
              
Stockholders' Equity (Deficit)
              
               
   Preferred stock, no par value, 10,000,000 shares
              
     authorized, none issued or outstanding
              
   Common stock, no par value, 100,000,000 shares authorized
              
     3,215,537 shares issued and outstanding in December, 2006
    
234,384
   
144,164
 
     2,230,000 shares issued and outstanding December, 2005
              
   Stocks to be issued
    
-
   
85,200
 
   Deficit accumulated during the exploration stage
    
(202,624
)
  
(169,680
)
               
Total Stockholders' Equity (Deficit)
    
31,760
   
59,684
 
               
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
  
$
31,760
  
$
59,684
  
 

The accompanying notes are an integral part of these financial statements.

- 15 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Statements of Operations


       
August 6, 1996
  
   
Year Ended
  
(Inception) to
  
   
December 31,
  
December 31,
  
   
2006
  
2005
  
2006
  
               
Revenue:
              
    Rental Income
  
$
-
  
$
-
  
$
5,000
  
                     
Total Income
    
-
   
-
   
5,000
 
                     
Costs and Expenses:
                    
    Amortization
    
-
   
-
   
28,400
 
    Professional Fees
    
14,512
   
11,586
   
120,099
 
    Other Expenses
    
18,432
   
17,856
   
59,201
 
                     
Total Operating Expenses
    
32,944
   
29,442
   
207,700
 
                     
Other Income and Expenses:
                    
    Interest Income
    
-
   
-
   
76
 
                     
Total Other Income & Expenses
    
-
   
-
   
76
 
                     
Net Loss
  
$
(32,944
)
$
(29,442
)
$
(202,624
)
                     
Per Share Information:
                    
    Weighted average number
                    
       of common shares outstanding
    
3,031,423
   
2,297,597
       
                     
    Net Loss per common share
  
$
(0.01
)
$
(0.01
)
      
                     
                     
* Less than $.01
                    
 
The accompanying notes are an integral part of these financial statements.

- 16 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Stockholders' Equity (Deficit)
December 31, 2006


               
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 Period
    
-
   
-
   
-
   
(6,448
)
  
(6,448
)
                                 
Balance - August 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 the Year
    
-
   
-
   
-
   
(32,493
)
  
(32,493
)
                                 
Balance - August 31, 1997
    
1,030,200
   
60,600
   
-
   
(38,941
)
  
21,659
 
                                 
Additional paid-in capital
    
-
   
5,564
   
-
   
-
   
5,564
 
Net Loss for the Year
    
-
   
-
   
-
   
(12,792
)
  
(12,792
)
                                 
Balance - December 31, 1998
    
1,030,200
   
66,164
   
-
   
(51,733
)
  
14,431
 
                                 
Net Loss for the 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 the Year
    
-
   
-
   
-
   
(48,000
)
  
(48,000
)
                                 
Balance - December 31, 2000
    
2,230,200
   
114,164
   
-
   
(117,673
)
  
(3,509
)
                                 
Net Loss for the Year
    
-
   
-
   
-
   
-
   
-
 
                                 
Balance - December 31, 2001
    
2,230,200
   
114,164
   
-
   
(117,673
)
  
(3,509
)
                                 
Net Loss for the Year
    
-
   
-
   
-
   
-
   
-
 
                                 
Balance - December 31, 2002
    
2,230,200
   
114,164
   
-
   
(117,673
)
  
(3,509
)
                                 
Net Loss for the Year
    
-
   
-
   
-
   
(8,700
)
  
(8,700
)
                                 
Balance - December 31, 2003
    
2,230,200
   
114,164
   
-
   
(126,373
)
  
(12,209
)
                                 
Net Loss for the 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
 
Stocks to be Issued
    
-
   
-
   
85,200
   
-
   
85,200
 
Net Loss for the Year
    
-
   
-
       
(29,442
)
  
(29,442
)
                                 
Balance - December 31, 2005
    
2,430,200
   
144,164
   
85,200
   
(169,680
)
  
59,684
 
                                 
Issuance of stock for services
    
752,003
   
85,220
   
(85,200
)
  
-
   
20
 
Issuance of stock for cash
    
33,334
   
5,000
   
-
   
-
   
5,000
 
Net Loss for Year
    
-
   
-
   
-
   
(32,944
)
  
(32,944
)
                                 
Balance - December 31, 2006
    
3,215,537
 
$
234,384
  
$
-
  
$
(202,624
)
$
31,760
  

 
The accompanying notes are an integral part of these financial statements.

- 17 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Statements of Cash Flow


           
August 6, 1996
  
   
Year Ended
  
(Inception) to
  
   
December 31,
  
December 31,
  
   
2006
  
2005
  
2005
  
               
Cash Flows from Operating Activities:
              
               
    Net Loss
  
$
(32,944
)
$
(29,442
)
$
(202,624
)
                     
    Stock issued for services
    
20
   
-
   
96,620
 
    Amortization
    
-
   
-
   
28,400
 
    Adjustment to reconcile net loss to net
                    
       cash provided by operating activities
                    
    (Increase) Rent deposit
    
-
   
(2,500
)
  
(2,500
)
    Increase (Decrease) in Accounts Payable
    
-
   
(8,374
)
  
-
 
                     
Net Cash Used In Operating Activities
    
(32,924
)
  
(40,316
)
  
(80,104
)
                     
Cash Flows from Investing Activities:
                    
    Acquisition of Oil Leases
    
-
   
(20,000
)
  
(20,000
)
    Acquisiton of organizational services
    
-
   
-
   
(28,400
)
                     
Net Cash used in Investing Activities
    
-
   
(20,000
)
  
(48,400
)
                     
Cash Flows from Financing Activities:
                    
                     
    Stocks to be issued
    
-
   
85,200
   
85,200
 
    Issuance of stock
    
5,000
   
30,000
   
52,564
 
                     
Net Cash Provided by Finacing Activities
    
5,000
   
115,200
   
137,764
 
                     
Net Increase in Cash & Cash Equivalents
    
(27,924
)
  
54,884
   
9,260
 
                     
Beginning Cash & Cash Equivalents
    
37,184
   
-
   
-
 
                     
Ending Cash & Cash Equivalents
  
$
9,260
  
$
54,884
  
$
9,260
  
                     
                     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
            
                     
    Cash paid for Interest
  
$
-
  
$
-
  
$
-
  
    Cash paid for Income Taxes
  
$
-
  
$
-
  
$
-
  
                     
NON-CASH TRANSACTIONS
                    
    Stock issued for compensation
  
$
20
  
$
-
  
$
96,620
  


The accompanying notes are an integral part of these financial statements.

- 18 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006

Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

The Company was incorporated on August 6, 1996, in the state of Colorado. The Company is in the exploration stages and was originally organized for the purpose of operating as a capital market access corporation and to acquire one or more existing businesses through merger or acquisition. The Company has changed its focus and is now in the oil and gas business, with an emphasis on acquisition of producing properties. We maintain a satellite office in Houston, Texas which is leased for $2,500 per month on a one year lease. The Company’s fiscal year end is December 31.

Basis of Presentation - Exploration Stage Company:

The Company has not earned significant revenues from limited principal operations. Accordingly, the Company’s activities have been accounted for as those of an “Exploration Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). Among the disclosures required by SFAS 7 are that the Company’s financial statements be identified as those of an exploration stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.
 
Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments, with an original maturity of three months to be cash equivalents.

Use of estimates:

The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Net Loss Per Share

Net loss per share is based on the weighted average number of common shares outstanding during the period.

Other Comprehensive Income

The Company has no material components of other comprehensive income (loss), and accordingly, net loss is equal to comprehensive loss in all periods. No securities were included in the computation of diluted net earnings per share as their effect would have been anti-dilutive.

- 19 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006

Note 2 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 9”). “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.

Deferred tax assets:
Net operating loss carryforwards   
  
$
202,624
  
Valuation allowance    
    
(202,624
)
Net deferred tax assets    
  
$
0
  

At December 31, 2006, the Company had net operating loss carryforwards of approximately $202,624 for federal income tax purposes. These carryforwards if not utilized to offset taxable income will begin to expire in 2015.

Note 3 - Going Concern:

The financial statements of the Company have been presented on the basis that they are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit at December 31, 2006 of $202,624.

The future success of the Company is likely dependent on its ability to attain additional capital, or to find an acquisition to add value to its present shareholders and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern.

Note 4 - Capital Stock Transactions:

The authorized common shares of stock of the Company, was established at 100,000,000 with no par value. The Company issued 200,000 shares of common stock during the year ended December 31, 2005. The authorized preferred shares of stock of the Company, was established at 10,000,000 with no par value. There have been no shares of preferred stock issued. In March 2006 752,003 shares of stock were issued for services to the Company and in April 2006 an additional 33,324 shares of common stock were issued for cash.



- 20 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006



Note 5 - Segment Information:

Boulder Capital Opportunities II, Inc. operates primarily in a single operating segment, the capital marketing access business for the purpose of merger and acquisitions in the gas and oil business.

Note 6 - Financial Accounting Developments:

Recently Issued Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123R (revised 2004) “Share-Based Payment” which amends FASB Statement No. 123 and will be effective for public companies for interim or annual periods beginning June 15, 2005. The new statement will require entities to expense employee stock options and other share-based payments. The new standard may be adopted in one of three ways - the modified prospective transition method, a variation of the modified transition method or the modified retrospective transition method. The Company is to evaluate how it will adopt the standard and the evaluation the effect that the adoption of SFAS 123R will have on the financial position and results of operations.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” The statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Paragraph 5 of ARB No. 43, Chapter 4 previously stated that “under some circumstances, items such as idle facility expense, excessive spoilage, double freight and rehandling costs may be so abnormal as to require treatment as current period charges”. SFAS No. 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal”. In addition, this statement requires that allocation of fixed production overhead to the costs of conversion be based on the prospectively and are effective for inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier application permitted for inventory costs incurred during fiscal years beginning after the date this Statement is issued. The adoption of SFAS No. 151 does not have an impact on the Company’s financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets, an amendment of APB Opinion No. 29. The guidance in APB opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchange of non-monetary assets should be measured on the fair value of the assets exchanges. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets that do not have commercial substance. A non-monetary has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary exchanges occurring in fiscal periods beginning June 15, 2005. The adoption of SFAS No. 153 is not expected to have an impact on the Company’s financial position and results of operations.

 

- 21 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006

Note 6 - Financial Accounting Developments (Cont):

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does not believe the adoption will have a material impact on its consolidated financial position or results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and a correction of errors made in fiscal years beginning after December 15, 2005 and is required to be adopted by the Company in the first quarter of 2006. The Company is currently evaluating the effect that the adoption of SFAS 154 will have on its results of operations and financial condition but does not expect it to have a material impact.

In June 2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue 05-6, Determining the Amortization Period for Leasehold Improvements, which requires that leasehold improvements acquired in a business combination purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF 05-6 is effective for periods beginning after July 1, 2005. We do not expect the provisions of this consensus to have a material impact on the financial position, results of operations or cash flows. 

In February 2006 the amendment to FASB Statement No 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities was issued as SFAS 155, Accounting for Certain Hybrid Financial Instruments.

This Statement permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.
This Statement is effective for all financial instruments acquired or issued after the beginning of our first fiscal year that begins after September 15, 2006.

- 22 -

BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2006

Note 6 - Financial Accounting Developments (Cont):

The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis. The Company is currently reviewing the effects of adoption of this Statement but it is not expected to have a material impact on our financial statements.

In March 2006 the amendment to FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities was issued as SFAS 156, Accounting for Servicing of Financial Assets.

This Statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations, requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable and permits and entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities. At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value. Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. .Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on our financial statement.

Note 7 - Oil and Gas Leases:

In November 2005 the Company issued a check for $20,000 to Michael Hopkins (Petroleum Resource Management Company) to purchase of a 4% interest in twelve mineral leases located in Jasper County, Texas. The properties have not been improved as of December 31, 2006.


- 23 -

Signatures

In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
 
 
     
 
BOULDER CAPITAL OPPORTUNITIES II, INC.
 
 		  
 		  
 
Dated: April 16, 2007 By:   /s/ Michael J. Delaney
 
Michael J. Delaney
Director, Principal Executive Officer,
and Principal Financial Officer
   

 
     
 
 
 		  
 		  
 
Dated: April 16, 2007 By:   /s/ Douglas Parker
 
Douglas Parker
Director
   


- 24 -