Amendment #1 to Form 10-KSB for Year Ended 12/31/2005
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-KSB
Amendment
No. 1
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
year ended December
31, 2005
[
]
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. [ ]
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: 3,182,203 common shares as of
..February 5, 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.
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.
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.
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 January, 2006.
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.
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, 2005, we had no backlogs.
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.
SUBSEQUENT
EVENT
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.
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 January, 2006.
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 maintain
a
satellite office in Houston, Texas. It is located at 651 Bering, Suite 2002,
Houston, Texas 77057. We have rented this office from a company owned by one
of
our shareholders. We pay $2,500 per month on a one year lease which began in
July, 2005. 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, 2005.
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 January, 2006. 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.
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.
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, 2005 and 2004 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.
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
|
51
|
President,
Treasurer and
|
|
|
Director
|
|
|
|
Douglas
Parker
|
53
|
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, 2005.
From 2004 to the present, he has also been the Chief Financial Officer of
Production Enhancement Group, which is a private oil field services company.
From 2004 to 2005, he was also the Chief Financial Officer of IIBEX Holdings,
Inc, and its predecessor IIBEX, Ltd., a merchant banking firm. From August,
2003
to December 2004, he was the Chief Financial Officer and Senior Vice President
of Operations of Tribune Direct, Inc., of Houston, Texas, a private company
in
the funeral products industry. From August, 2003 to December, 2003, he was
also
involved as a consultant to EPCglobal, Inc., a private United Kingdom company
involved in engineering staffing. From January, 2003 to July, 2003, he was
Chief
Executive Officer and President of Pliant Technologies, Inc., of Houston, Texas,
a private start-up software company. From 1995 to 2002, he was Chief Financial
Officer and Corporate Controller of FS Strategies/Talent Tree, a nationwide
private commercial staffing company with a primary focus on clerical, light
industrial, health services, and information technology. He was also previously
involved in the petroleum industry. Has been a Director of Tradestar Services,
Inc., a public staffing company, since January, 2004. He is a Certified Public
Accountant - Texas. 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.
Compliance
With Section 16(a) of the Exchange Act.
Mr.
Delaney made a late filing of his Form 4 and Form 5 for the fiscal year. Mr.
Parker made a late filing of his Forms 3 and 5 for the fiscal year ended
December 31, 2005. Otherwise, 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 15, 2006, 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
|
52%
|
P.O.
Box 12483
|
|
|
Chandler,
Arizona 85248
|
|
|
|
|
|
Douglas
Parker
|
100,000
|
4%
|
P.O.
Box 12483
|
|
|
Chandler,
Arizona 85248
|
|
|
|
|
|
All
directors and
|
|
|
executive
officers
|
|
|
(2
persons)
|
1,353,965
|
56%
|
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.
Loans
As
of
December 31, 2005, the Company owed several shareholders a total of $17,700
for
prior advances. None of this indebtedness currently bears interest.
Lease
We
maintain a satellite office in Houston, Texas. It is located at 651 Bering,
Suite 2002, Houston, Texas 77057. We have rented this office from a company
owned by one of our shareholders. We pay $2,500 per month on a one year lease
which began in July, 2005.
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, 2005.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our
independent auditor, Jaspers + Hall, PC, Certified Public Accountants, billed
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.
Our
independent auditor, Michael Johnson & Co., LLC, Certified Public
Accountants, billed an aggregate of $3,000 for the year ended December 31,
2004
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.
Boulder
Capital Opportunities II, Inc.
Financial
Statements
Period
Ended December 31, 2005
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, 2005 and the related
statements of operations, stockholders' equity, and cash flows for the year
then
ended and the period August 6,1996 (inception) to December 31, 2005. 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 audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States) per standard No. 1 of the PCAOB
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 audit provides 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. as of December 31, 2005, and the results of its operations and cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States.
The
financial statements for the year ended December 31, 2004 were audited by other
accountants, whose report, dated March 8, 2005, expressed an unqualified opinion
on those statements. They have not performed any auditing procedures since
that
date.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 3, conditions exist which
raised substantial doubt about the Company’s ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management’s plans in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/
Jaspers + Hall, PC
Jaspers
+
Hall, PC
March
27,
2006
September
26, 2006
INDEPENDENT
AUDITOR’S REPORT
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, 2004 and 2003, and
the
related statements of operations, stockholders’ equity, and cash flows for the
years ended December 31, 2004 and 2003 and for the period August 6, 1996
(inception) to December 31, 2004. 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)” as outlined in PCAOB Auditing
Standard No. 1. 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 Capital Opportunities
II,
Inc., as of December 31, 2004 and 2003, and the results of their operations
and
their cash flows for the years ended December 31, 2004 and 2003, and for the
period August 6, 1996 (inception) to December 31, 2004, in conformity with
accounting principles generally accepted in 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/
Michael Johnson & Co., LLC
Michael
Johnson & Co., LLC
Denver,
Colorado
March
8,
2005
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Balance
Sheets
|
|
Audited
|
|
Audited
|
|
|
|
December
31,
|
|
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
ASSETS;
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
Cash
|
|
$
|
37,184
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
37,184
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Other
Assets:
|
|
|
|
|
|
|
|
Rent
Deposit
|
|
|
2,500
|
|
|
|
|
Purchase
of Oil
Leases
|
|
|
20,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
Other Assets
|
|
|
22,500
|
|
|
-
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
59,684
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$
|
-
|
|
$
|
8,374
|
|
Notes
Payable - Stockholder
|
|
|
-
|
|
|
17,700
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
-
|
|
|
26,074
|
|
|
|
|
|
|
|
|
|
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 issued and outstanding December 31,
2005
|
|
|
144,164
|
|
|
114,164
|
|
2,230,000 shares issued and outstanding December 31, 2004
|
|
|
|
|
|
|
|
Stocks
to be issued
|
|
|
85,200
|
|
|
|
|
Deficit
accumulated during the
|
|
|
|
|
|
|
|
exploration stage
|
|
|
(169,680
|
)
|
|
(140,238
|
)
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
59,684
|
|
|
(26,074
|
)
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITES & STOCKHOLDERS' EQUITY
|
|
$
|
59,684
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Statements
of Operations
|
|
|
|
August
6, 1996
|
|
|
|
Year
Ended
|
|
(Inception)
to
|
|
|
|
December
31,
|
|
December
31,
|
|
|
|
2005
|
|
2004
|
|
2005
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
Rental
Income
|
|
$
|
-
|
|
$
|
-
|
|
$
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Income
|
|
|
-
|
|
|
-
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs
and Expenses:
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
-
|
|
|
-
|
|
|
28,400
|
|
Professional
Fees
|
|
|
11,586
|
|
|
-
|
|
|
105,587
|
|
Other
Expenses
|
|
|
17,856
|
|
|
13,865
|
|
|
40,769
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
|
29,442
|
|
|
13,865
|
|
|
174,756
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income and Expenses:
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
-
|
|
|
-
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income & Expenses
|
|
|
-
|
|
|
-
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(29,442
|
)
|
$
|
(13,865
|
)
|
$
|
(169,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Per
Share Information:
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number
|
|
|
|
|
|
|
|
|
|
|
of
common shares outstanding
|
|
|
2,297,597
|
|
|
2,230,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss per common share
|
|
$
|
(0.01
|
)
|
|
*
|
|
|
|
|
____________
*
Less
than $.01
The
accompanying notes are an integral part of these financial
statements.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Stockholders'
Equity (Deficit)
December
31, 2005
|
|
|
|
|
|
|
|
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
|
|
The
accompanying notes are an integral part of these financial
statements.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Statements
of Cash Flow
Indirect
Method
|
|
|
|
|
|
August
6, 1996
|
|
|
|
Year
Ended
|
|
(Inception)
to
|
|
|
|
December
31,
|
|
December
31,
|
|
|
|
2005
|
|
2004
|
|
2005
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(29,442
|
)
|
$
|
(13,865
|
)
|
$
|
(169,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
|
-
|
|
|
-
|
|
|
96,600
|
|
Adjustment
to
reconcile net loss to net
|
|
|
|
|
|
|
|
|
|
|
cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
-
|
|
|
-
|
|
|
28,400
|
|
(Increase)
Rent
deposit
|
|
|
(2,500
|
)
|
|
|
|
|
(2,500
|
)
|
Increase
(Decrease) in Accounts Payable
|
|
|
(8,374
|
)
|
|
4,865
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used In Operating Activities
|
|
|
(40,316
|
)
|
|
(9,000
|
)
|
|
(47,180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from
Stockholders
|
|
|
-
|
|
|
9,000
|
|
|
17,700
|
|
Payment
of Notes Payable
|
|
|
(17,700
|
)
|
|
-
|
|
|
(17,700
|
)
|
Stocks
to be issued
|
|
|
85,200
|
|
|
|
|
|
85,200
|
|
Issuance
of
stock
|
|
|
30,000
|
|
|
-
|
|
|
47,564
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Finacing Activities
|
|
|
97,500
|
|
|
-
|
|
|
132,764
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase in Cash & Cash Equivalents
|
|
|
37,184
|
|
|
-
|
|
|
37,184
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Cash & Cash Equivalents
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
Cash & Cash Equivalents
|
|
$
|
37,184
|
|
$
|
-
|
|
$
|
37,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for Interest
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Cash
paid for Income Taxes
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH
TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for compensation
|
|
$
|
-
|
|
$
|
-
|
|
$
|
96,600
|
|
The
accompanying notes are an integral part of these financial
statements.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Notes
to
Financial Statements
December
31, 2005
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.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Notes
to
Financial Statements
December
31, 2005
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
|
|
$
|
169,680
|
|
Valuation
allowance
|
|
|
(169,680
|
)
|
Net
deferred tax assets
|
|
$
|
0
|
|
At
December 31, 2005, the Company had net operating loss carryforwards of
approximately $169,680 for federal income tax purposes. These carryforwards
if
not utilized to offset taxable income will begin to expire in 2010.
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, 2005 of $169,680.
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 November 2005 the Company did a Private
Placement of common stocks and have received Capital Investments of $85,200
for
552,003 shares of common stock to be issued in 2006
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Notes
to
Financial Statements
December
31, 2005
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
February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No.
150, "Accounting for Certain Financial Instruments with Characteristics of
Both
Liabilities and Equity". The provisions of SFAS 150 are effective for financial
instruments entered into or modified after May 31, 2003, and otherwise are
effective at the beginning of the first interim period beginning after June
15,
2003, except for mandatory redeemable financial instruments of nonpublic
entities. The Company has not issued any financial instruments with such
characteristics.
In
December 2003, the FASB issued FASB Interpretation No. 46 (revised December
2003), "Consolidation of Variable Interest Entities" (FIN No. 46R), which
addresses how a business enterprise should evaluate , whether it has a
controlling financial interest in an entity through means other than voting
rights and accordingly should consolidate the entity. FIN No. 46R replaces
FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities", which
was
issued in January 2003. Companies are required to apply FIN 46R to variable
interests in variable interest entities ("VIE") created after December 31,
2003.
For variable interest in VIEs created before January 1, 2004 the interpretation
is applied beginning January 1, 2005. For any VIEs that must be consolidated
under FIN No. 46R that were created before January 1, 2004, the assets,
liabilities and non-controlling interests of the VIE initially are measured
at
their carrying amounts with any difference between the net amount added to
the
balance sheet and any previously recognized interest being recognized as the
cumulative effect of an accounting change. If determining the carrying value
is
not practicable, fair value at the date FIN No. 46R first applies may be used
measure the assets, liabilities and non-controlling interest of the VIE. The
Company does not have any interest in VIEs.
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.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Notes
to
Financial Statements
December
31, 2005
Note
6 -
Financial Accounting Developments (Cont):
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.
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.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
Notes
to
Financial Statements
December
31, 2005
Note
6 -
Financial Accounting Developments (Cont):
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.
Note
7 -
Subsequent Event:
The
Company has raised an additional $5,000 as of February 3, 2006 when the offering
was closed, for an additional 233,334 shares of common stock to be issued
in April 2006.
Note
8 -
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, 2005.
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.
By:
/s/
Michael J. Delaney
Michael
J. Delaney
Director,
Principal Executive Officer,
and
Principal Financial Officer
Date:
February 5, 2007
By:
/s/
Douglas Parker
Douglas
Parker
Director
Date:
February 5, 2007