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.
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 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.
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.
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.
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.
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, 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.
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.
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.
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.
BOULDER
CAPITAL OPPORTUNITIES II, INC.
(An
Exploration Stage Company)
FINANCIAL
STATEMENTS
For
Year Ended December 31, 2006
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 |
|
|
|
|