10QSB 1 boulder10qsb93001.txt United States Securities and Exchange Commission Washington, DC 20549 Form 10-QSB -------------------------------------------------------------------------------- (Mark one) XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ----------- EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT ----------- OF 1934 For the transition period from ____________ to ___________ -------------------------------------------------------------------------------- Commission File Number: 0-12536 ------- Boulder Acquisitions, Inc. (Exact name of small business issuer as specified in its charter) Nevada 84-0820212 -------------------------- -------------------------- (State of incorporation) (IRS Employer ID Number) 211 West Wall Street, Midland, TX 70701-4556 -------------------------------------------- (Address of principal executive offices) (800) 351-4515 -------------- (Issuer's telephone number) Boulder Brewing Company ----------------------- (Former name, former address and former fiscal year, if changed since last report) -------------------------------------------------------------------------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 --- --- State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: October 19, 2001: 83,790,000 ---------------------------- Transitional Small Business Disclosure Format (check one): YES NO X --- --- Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Form 10-QSB for the Quarter ended September 30, 2001 Table of Contents Page ---- Part I - Financial Information Item 1 Financial Statements 3 Item 2 Management's Discussion and Analysis or Plan of Operation 10 Part II - Other Information Item 1 Legal Proceedings 11 Item 2 Changes in Securities 11 Item 3 Defaults Upon Senior Securities 11 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 5 Other Information 12 Item 6 Exhibits and Reports on Form 8-K 12 Signatures 12 2
Item 1 - Part 1 - Financial Statements Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Balance Sheets September 30, 2001 and 2000 (Unaudited) September 30, September 30, 2001 2000 ------------- ------------- Assets ------ Assets Cash on hand and in bank $ 1,902 $ -- ----------- ----------- Total Assets $ 1,902 $ -- =========== =========== Liabilities and Shareholders' Equity ------------------------------------ Liabilities Accounts payable - trade $ -- $ 116,740 ----------- ----------- Total liabilities -- 116,740 ----------- ----------- Commitments and contingencies Shareholders' Equity Common stock - $0.001 par value 160,000,000 shares authorized 83,790,000 and 23,790,700 shares issued and outstanding, respectively 83,791 23,791 Additional paid-in capital 2,880,115 2,880,115 Accumulated deficit (2,962,004) (3,020,646) ----------- ----------- Total shareholders' equity 1,902 (116,740) ----------- ----------- Total Liabilities and Shareholders' Equity $ 1,902 $ -- =========== ===========
The financial information presented herein has been prepared by management without audit by independent certified public accountants. The accompanying notes are an integral part of these financial statements. 3
Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Statements of Operations and Comprehensive Income Nine and Three months ended September 30, 2001 and 2000 (Unaudited) Nine months Nine months Three months Three months ended ended ended ended September 30, September 30, September 30, September 30, 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Revenues $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Expenses General and administrative expenses 18,296 -- 17,778 -- ------------ ------------ ------------ ------------ Loss from operations (18,296) -- (17,778) -- Other income Interest income 198 -- 66 -- ------------ ------------ ------------ ------------ Net Loss before Extraordinary Item (18,098) -- (17,712) -- ------------ ------------ ------------ ------------ Extraordinary Item Forgiveness of trade accounts payable at settlement 76,740 -- -- -- ------------ ------------ ------------ ------------ Net Income (Loss) 58,642 -- (17,712) -- Other Comprehensive Income -- -- -- -- ------------ ------------ ------------ ------------ Comprehensive Income (Loss) $ 58,642 $ -- $ (17,712) $ -- ------------ ------------ ------------ ------------ Loss per weighted-average share of common stock outstanding, computed on Net Loss - basic and fully diluted nil nil nil nil ============ ============ ============ ============ Weighted-average number of shares of common stock outstanding 25,109,381 23,790,700 27,703,743 23,790,700 ============ ============ ============ ============
The financial information presented herein has been prepared by management without audit by independent certified public accountants. The accompanying notes are an integral part of these financial statements. 4
Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Statements of Cash Flows Nine months ended September 30, 2001 and 2000 (Unaudited) Nine months Nine months ended ended September 30, September 30, 2001 2000 ------------- ------------- Cash Flows from Operating Activities Net Income $ 58,642 $ -- Adjustments to reconcile net income to net cash provided by operating activities Forgiveness of trade accounts payable at settlement (76,740) -- Increase (Decrease) in Accounts payable - trade (40,000) -- ---------- ---------- Net cash used in operating activities (58,098) -- ---------- ---------- Cash Flows from Investing Activities -- -- ---------- ---------- Cash Flows from Financing Activities Proceeds from private placement of common stock 10,000 -- Proceeds from loan from shareholder 50,000 -- ---------- ---------- Net cash provided by financing activities 60,000 -- ---------- ---------- Increase (Decrease) in Cash and Cash Equivalents 1,902 -- Cash and cash equivalents at beginning of period -- -- ---------- ---------- Cash and cash equivalents at end of period $ 1,902 $ -- ========== ========== Supplemental Disclosures of Interest and Income Taxes Paid Interest paid during the period $ -- $ -- ========== ========== Income taxes paid (refunded) $ -- $ -- ========== ========== Supplemental Disclosure of Non-Cash Investing and Financing Activities Conversion of loan from shareholder to common stock $ 50,000 $ -- ========== ==========
The financial information presented herein has been prepared by management without audit by independent certified public accountants. The accompanying notes are an integral part of these financial statements. 5 Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Notes to Financial Statements Note A - Organization and Description of Business Boulder Acquisitions, Inc. (Company) was incorporated under the laws of the State of Colorado in 1980 as Boulder Brewing Company. The Company was the successor to a general partnership formed in 1979. In September 2001, the Company changed its state of Incorporation from Colorado to Nevada by means of a merger with and into Boulder Acquisitions, Inc., a Nevada corporation formed on September 6, 2001 solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Nevada corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation eliminated the provision for the Company to issue preferred stock and did not make any other changes the capital structure of the Company. From the initial inception of the original partnership through 1990, the Company was in the business of operating a microbrewery (generally defined as a brewery which produces less than 15,000 barrels per year) in Boulder, Colorado. During 1990, as a result of various debt defaults, the Company's assets were foreclosed upon and the Company ceased all business operations. The Company has effectively had no operations, assets or liabilities since its fiscal year ended December 31, 1990. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity at this time. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern. During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-KSB for the year ended December 31, 2000. The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein. In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission's instructions for Form 10-QSB, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2001. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 6 Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Notes to Financial Statements - Continued Note B - Summary of Significant Accounting Policies 1. Cash and cash equivalents ------------------------- For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. 2. Income Taxes ------------ The Company uses the asset and liability method of accounting for income taxes. At September 30, 2001 and 2000, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. As of September 30, 2001 and 2000, the deferred tax asset related to the Company's net operating loss carryforward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. 3. Income (Loss) per share ----------------------- Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of September 30, 2001 and 2000, respectively, the Company has no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. Note C - Fair Value of Financial Instruments The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions. Note D - Advances from Controlling Shareholder On January 8, 2001, the Company's controlling shareholder loaned the Company $50,000 to support operations, settle outstanding trade accounts payable and provide working capital. The advance is repayable upon demand and is non-interest bearing. On September 25, 2001, the shareholder executed a private placement letter converting this advance into 50,000,000 shares of restricted, unregistered common stock. 7
Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Notes to Financial Statements - Continued Note E - Forgiveness of debt In January 2001, the Company negotiated settlements to retire all outstanding trade accounts payable. The results of these negotiations resulted in a one-time non-cash gain on settlement of approximately $76,700. Note F - Income Taxes The components of income tax (benefit) expense for the nine months ended September 30, 2000 and 2000, respectively, are as follows: September 30, September 30, 2001 2000 ------------- ------------- Federal: Current $ - $ - Deferred - - ------- ------- - - ------- ------- State: Current - - Deferred - - ------- ------- - - ------- ------- Total $ - $ - ======= ======= As of September 30, 2001, as a result of a January 2001 change in control, the Company has a net operating loss carryforward of approximately $18,000 to offset future taxable income. Subject to current regulations, this carryforward will begin to expire in 2021. The amount and availability of the net operating loss carryforwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carryforwards. The Company's income tax expense for the nine months ended September 30, 2001 and 2000, respectively, are as follows: September 30, September 30, 2001 2000 ------------- ------------- Statutory rate applied to income before income taxes $ 19,938 $ - Increase (decrease) in income taxes resulting from: State income taxes - - Other, including reserve for deferred tax asset and application of net operating loss carryforward (19,938) - -------- -------- Income tax expense $ - $ - ======== ========
8 Boulder Acquisitions, Inc. (formerly Boulder Brewing Company) Notes to Financial Statements - Continued Note F - Income Taxes - continued Temporary differences, consisting primarily of statutory deferrals of expenses for organizational costs and statutory differences in the depreciable lives for property and equipment, between the financial statement carrying amounts and tax bases of assets and liabilities give rise to deferred tax assets and liabilities as of September 30, 2001 and 2000, respectively: September 30, September 30, 2001 2000 ------------- ------------- Deferred tax assets Net operating loss carryforwards $ 6,120 $ - Less valuation allowance (6,120) - --------- --------- Net Deferred Tax Asset $ - $ - ========= ========= Note G - Common Stock Transactions During the August 24, 2001 Special Meeting of Shareholders, a one (1) for five (5) reverse stock split on the issued and outstanding shares of common stock was approved. This action was subsequently enacted by the Company's Board of Directors and caused the issued and outstanding shares to decrease from 118,953,529 to 23,790,700. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented. On September 25, 2001, the Company sold 10,000,000 shares of restricted, unregistered common stock at $0.001 per share for gross proceeds of $10,000, pursuant to a private placement memorandum to an entity owned by the Company's President and Chief Executive Officer. These funds were used to support the working capital needs of the Company. The Company relied upon Section 4(2) of The Securities Act of 1933, as amended, for an exemption from registration on these shares. On September 25, 2001, the Company converted the $50,000 in advances from the Company's President and Chief Executive Officer into 50,000,000 shares of restricted, unregistered common stock at $0.001 per share, pursuant to a private placement memorandum. These funds were used to settle outstanding trade accounts payable and provide working capital for the Company. The Company relied upon Section 4(2) of The Securities Act of 1933, as amended, for an exemption from registration on these shares. (Remainder of this page left blank intentionally) 9 Part I - Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (1) Caution Regarding Forward-Looking Information This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. (2) Results of Operations, Liquidity and Capital Resources The Company had no operating revenue for the year-to-date and quarters ended September 30, 2001 and 2000, respectively. General and administrative expenses for the nine month periods ended September 30, 2001 and 2000 were approximately $18,000 and $-0-, respectively. The Company received interest income of approximately $200 during the first nine months of 2001 as a result of invested working capital funds. Additionally, due to the negotiated settlement of delinquent trade accounts payable, the Company experienced a one-time, non-cash gain on settlement of approximately $76,740. Net income for the nine month period was approximately $58,600. Earnings per share for the quarter ended June 30, 2001 was $0.00 on the post-reverse split 25,109,381 shares issued and outstanding. During the August 24, 2001 Special Meeting of Shareholders, a one (1) for five (5) reverse stock split on the issued and outstanding shares of common stock was approved. This action was subsequently enacted by the Company's Board of Directors and caused the issued and outstanding shares to decrease from 118,953,529 to 23,790,700. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented. On September 25, 2001, the Company sold 10,000,000 shares of restricted, unregistered common stock at $0.001 per share for gross proceeds of $10,000, pursuant to a private placement memorandum to Little & Company Investment Securities, Inc., an entity owned by Glenn A. Little, the Company's President and Chief Executive Officer. These funds were used to support the working capital needs of the Company. The Company relied upon Section 4(2) of The Securities Act of 1933, as amended, for an exemption from registration on these shares. On September 25, 2001, the Company converted the $50,000 in advances from Glenn A. Little, the Company's President and Chief Executive Officer into 50,000,000 shares of restricted, unregistered common stock at $0.001 per share, pursuant to a private placement memorandum. These funds were used to settle outstanding trade accounts payable and provide working capital for the Company. The Company relied upon Section 4(2) of The Securities Act of 1933, as amended, for an exemption from registration on these shares. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under The Securities Exchange Act of 1934 unless and until such time that the Company's operating subsidiary begins meaningful operations. 10 At September 30, 2001 and 2000, respectively, the Company had working capital of approximately $1,900 and $ -0-, respectively. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern. The Company's need for capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires. Part II - Other Information Item 1 - Legal Proceedings None Item 2 - Changes in Securities During the August 24, 2001 Special Meeting of Shareholders, a one (1) for five (5) reverse stock split on the issued and outstanding shares of common stock was approved. This action was subsequently enacted by the Company's Board of Directors and caused the issued and outstanding shares to decrease from 118,953,529 to 23,790,700. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented. On September 25, 2001, the Company sold 10,000,000 shares of restricted, unregistered common stock at $0.001 per share for gross proceeds of $10,000, pursuant to a private placement memorandum to Little & Company Investment Securities, Inc., an entity owned by Glenn A. Little, the Company's President and Chief Executive Officer. These funds were used to support the working capital needs of the Company. The Company relied upon Section 4(2) of The Securities Act of 1933, as amended, for an exemption from registration on these shares. On September 25, 2001, the Company converted the $50,000 in advances from Glenn A. Little, the Company's President and Chief Executive Officer into 50,000,000 shares of restricted, unregistered common stock at $0.001 per share, pursuant to a private placement memorandum. These funds were used to settle outstanding trade accounts payable and provide working capital for the Company. The Company relied upon Section 4(2) of The Securities Act of 1933, as amended, for an exemption from registration on these shares. Item 3 - Defaults on Senior Securities None (Remainder of this page left blank intentionally) 11
Item 4 - Submission of Matters to a Vote of Security Holders The Company held a Special Meeting of Shareholders on August 24, 2001. The following items were presented for a vote of the shareholders: 1) Election of Directors Glenn A. Little For: 30,375,000 Against: 0 Abstain: 0 Matthew Blair For: 30,375,000 Against: 0 Abstain: 0 Michael Lawrence For: 30,375,000 Against: 65,000 Abstain: 0 2) Appointment of S. W. Hatfield, CPA as Independent Auditor for the Company For: 29,936,900 Against: 95,000 Abstain: 343,100 3) Approval of a 1:5 reverse split of the issued and outstanding common stock of the Company For: 26,945,662 Against: 1,822,500 Abstain: 1,606,878 4) Change the venue of incorporation from Colorado to Nevada For: 27,027,675 Against: 789,750 Abstain: 2,557,575
Item 5 - Other Information In September 2001, the Company changed its state of Incorporation from Colorado to Nevada by means of a merger with and into Boulder Acquisitions, Inc., a Nevada corporation formed on September 6, 2001 solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Nevada corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation eliminated the provision for the Company to issue preferred stock and did not make any other changes the capital structure of the Company. Item 6 - Exhibits and Reports on Form 8-K Exhibits - None Reports on Form 8-K - None -------------------------------------------------------------------------------- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Boulder Acquisitions, Inc. October 21 , 2001 /s/ Glenn A. Little. ------ ------------------------------- Glenn A. Little President and Director 12