UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
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(Mark one)
X Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
------- Act of 1934
For the quarterly period ended June 30, 2003
Transition Report Under Section 13 or 15(d) of the Securities Exchange
------- Act of 1934
For the transition period from ______________ to _____________
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Commission File Number: 0-12536
-------
Boulder Acquisitions, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 90-0093373
------------------------ ------------------------
(State of incorporation) (IRS Employer ID Number)
211 West Wall Street, Midland, TX 79701-4556
(Address of principal executive offices)
(915) 682-1761
(Issuer's telephone number)
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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: July 23, 2003: 558,604
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
Boulder Acquisitions, Inc.
Form 10-QSB for the Quarter ended June 30, 2003
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 11
Item 3 Controls and Procedures 13
Part II - Other Information
Item 1 Legal Proceedings 13
Item 2 Changes in Securities 13
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 14
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 15
2
Part I
Item 1 - Financial Statements
Boulder Acquisitions, Inc.
Balance Sheets
June 30, 2003 and 2002
(Unaudited)
June 30, 2003 June 30, 2002
------------- -------------
Assets
------
Assets
Cash on hand and in bank $ 1,931 $ 1,917
------------- -------------
Total Assets $ 1,931 $ 1,917
============= =============
Liabilities and Shareholders' Equity
------------------------------------
Liabilities
Accounts payable - trade $ -- $ --
Advances from controlling shareholder -- --
------------- -------------
Total liabilities -- --
------------- -------------
Commitments and contingencies
Shareholders' Equity
Common stock - $0.001 par value
100,000,000 shares authorized
558,604 shares issued and outstanding, respectively 559 559
Additional paid-in capital 2,963,347 2,963,347
Accumulated deficit (2,961,975) (2,961,989)
------------- -------------
Total shareholders' equity 1,931 1,917
------------- -------------
Total Liabilities and Shareholders' Equity $ 1,931 $ 1,917
============= =============
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.
Statements of Operations and Comprehensive Income
Six and Three months ended June 30, 2003 and 2002
(Unaudited)
Six months Six months Three months Three months
ended ended ended ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Revenues $ -- $ -- $ -- $ --
------------- ------------- ------------- -------------
Expenses
General and administrative expenses -- -- -- --
------------- ------------- ------------- -------------
Income from Operations -- -- -- --
------------- ------------- ------------- -------------
Other income
Interest income 4 7 3 4
------------- ------------- ------------- -------------
Income before Provision for Income Taxes 4 7 3 4
Provision for Income Taxes -- -- -- --
------------- ------------- ------------- -------------
Net Income 4 7 3 4
Other Comprehensive Income -- -- -- --
------------- ------------- ------------- -------------
Comprehensive Income $ 4 $ 7 $ 3 $ 4
============= ============= ============= =============
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 558,604 558,604 558,604 558,604
============= ============= ============= =============
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.
Statements of Cash Flows
Six months ended June 30, 2003 and 2002
(Unaudited)
Six months Six months
ended ended
June 30, 2003 June 30, 2002
------------- -------------
Cash Flows from Operating Activities
Net Income $ 4 $ 7
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation -- --
------------- -------------
Net cash used in operating activities 4 7
------------- -------------
Cash Flows from Investing Activities -- --
------------- -------------
Cash Flows from Financing Activities -- --
------------- -------------
Increase (Decrease) in Cash and Cash Equivalents 4 7
Cash and cash equivalents at beginning of period 1,927 1,910
------------- -------------
Cash and cash equivalents at end of period $ 1,931 $ 1,917
============= =============
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
============= =============
Income taxes paid (refunded) $ -- $ --
============= =============
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.
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.
Note B - Preparation of Financial Statements
The Company follows the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
Management further acknowledges that it is solely responsible for adopting sound
accounting practices, establishing and maintaining a system of internal
accounting control and preventing and detecting fraud. The Company's system of
internal accounting control is designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows of the Company for the respective periods being
presented
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, 2002. 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, 2003
6
Boulder Acquisitions, Inc.
Notes to Financial Statements - Continued
Note C - Going Concern Uncertainty
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.
The Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.
The Company anticipates offering future sales of equity securities. However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional equity securities or, that such funding, if
available, will be obtained on terms favorable to or affordable by the Company.
If no additional operating capital is received during the next twelve months,
the Company will be forced to rely on existing cash in the bank and upon
additional funds loaned by management and/or significant stockholders to
preserve the integrity of the corporate entity at this time. In the event, the
Company is unable to acquire advances from management and/or significant
stockholders, the Company's ongoing operations would be negatively impacted.
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, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.
While the Company is of the opinion that good faith estimates of the Company's
ability to secure additional capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive sufficient funding to
sustain operations or implement any future business plan steps.
Note D - 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 June 30, 2003 and 2002, 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.
7
Boulder Acquisitions, Inc.
Notes to Financial Statements - Continued
Note D - Summary of Significant Accounting Policies - Continued
2. Income Taxes - continued
------------
As of June 30, 2003 and 2002, 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 June 30, 2003 and 2002, 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 E - 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.
Interest rate risk is the risk that the Company's earnings are subject to
fluctuations in interest rates on either investments or on debt and is fully
dependent upon the volatility of these rates. The Company does not use
derivative instruments to moderate its exposure to interest rate risk, if any.
Financial risk is the risk that the Company's earnings are subject to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the volatility of these rates. The company does not use derivative
instruments to moderate its exposure to financial risk, if any.
(Remainder of this page left blank intentionally)
8
Boulder Acquisitions, Inc.
Notes to Financial Statements - Continued
Note F -Income Taxes
The components of income tax (benefit) expense for the six months ended June 30,
2003 and 2002, respectively, are as follows:
Six months Six months
ended ended
June 30, 2003 June 30, 2002
------------- -------------
Federal:
Current $ -- $ --
Deferred -- --
------------- -------------
-- --
------------- -------------
State:
Current -- --
Deferred -- --
------------- -------------
-- --
------------- -------------
Total $ -- $ --
============= =============
As of June 30, 2003, 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 each of the six months ended June 30, 2003
and 2002, respectively, differed from the statutory federal rate of 34 percent
as follows:
Six months Six months
ended ended
June 30, 2003 June 30, 2002
------------- -------------
Statutory rate applied to income before income taxes $ 1 $ 2
Increase (decrease) in income taxes resulting from:
State income taxes -- --
Other, including reserve for deferred tax asset
and application of net operating loss carryforward (1) (2)
------------- -------------
Income tax expense $ -- $ --
============= =============
9
Boulder Acquisitions, Inc.
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 June 30, 2003 and 2002, respectively:
June 30, 2003 June 30, 2002
------------- -------------
Deferred tax assets
Net operating loss carryforwards $ 6,200 $ 6,200
Less valuation allowance (6,200) (6,200)
------------- -------------
Net Deferred Tax Asset $ -- $ --
============= =============
During the six months ended June 30, 2003 and 2002, the reserve for the deferred
current tax asset increased by approximately $-0- and $-0-, respectively.
Note G - Common Stock Transactions
During the second quarter of 2003, the Company's Board of Directors unanimously
adopted a resolution seeking shareholder approval to grant the Board of
Directors authority to amend the Company's Articles of Incorporation (the
"Articles") to effect a reverse stock split of the then issued and outstanding
common stock. Holders of a majority of our common stock approved the Boards'
recommendation of amending the Articles to effect a one-for- 150 reverse stock
split by consent in lieu of Special Meeting on April 30, 2003.
The reverse stock split, effected on or about June 10, 2003, did not change the
number of authorized shares of common stock or the par value of the Company's
common stock. Except for any changes as a result of the treatment of fractional
shares, each shareholder will hold the same percentage of common stock
outstanding immediately following the reverse stock split as such shareholder
did immediately prior to the reverse stock split.
No scrip or fractional certificates were issued in connection with the reverse
stock split. Shareholders who otherwise would be entitled to receive fractional
shares because they hold a number of Old Shares not evenly divisible will have
the number of new shares to which they are entitled rounded down to the nearest
whole number. Holders of less than 150 Old Shares, regardless of the actual
number held, will be entitled, upon surrender of certificate(s) representing
such shares, to a cash payment of $.05 in lieu thereof. The ownership of a
fractional interest will not give the holder thereof any voting, dividend or
other rights except to receive payment therefore as described herein. There have
been no requests for payment of the $0.05 cash payment received by management
through June 30, 2003 or subsequent thereto.
This action caused the issued and outstanding shares to decrease from 83,790,700
to 558,604. The effect of this action is reflected in the accompanying financial
statements as of the first day of the first period presented.
(Remainder of this page left blank intentionally)
10
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
Certain statements contained in this quarterly filing, including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and words of similar import, constitute forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following: international, national and
local general economic and market conditions: demographic changes; the ability
of the Company to sustain, manage or forecast its growth; the ability of the
Company to successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-QSB and investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.
(2) Results of Operations, Liquidity and Capital Resources
Quarters Ended June 30, 2003 and 2002
-------------------------------------
The Company had no revenue for the respective six or three month periods ended
June 30, 2003 and 2002, respectively.
General and administrative expenses for the six and three months ended June 30,
2003 and 2002 were approximately $-0-, $-0-, $ -0- and $-0-, respectively. The
Company received interest income of approximately $4 and $7 during the first six
months of Fiscal 2003 and 2002, respectively, as a result of invested working
capital funds. Net income for the six months ended June 30, 2003 and 2002,
respectively, was approximately $4 and $7. Earnings per share for the respective
six month periods ended June 30, 2003 and 2003 was $0.00 and $0.00 on the
weighted-average shares issued and outstanding.
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.
At June 30, 2003 and 2002, respectively, the Company had working capital of
approximately $1,931 and $1,917.
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.
11
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.
Plan of Business
----------------
General
-------
The Company intends to locate and combine with an existing, privately-held
company which is profitable or, in management's view, has growth potential,
irrespective of the industry in which it is engaged. However, the Company does
not intend to combine with a private company which may be deemed to be an
investment company subject to the Investment Company Act of 1940. A combination
may be structured as a merger, consolidation, exchange of the Company's common
stock for stock or assets or any other form which will result in the combined
enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company anticipates
that it will have, aside from carrying on its search for a combination partner,
no business activities, and, thus, will have no source of revenue. Should the
Company incur any significant liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.
If the Company's management pursues one or more combination opportunities beyond
the preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company's common stock will
become worthless and holders of the Company's common stock will receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.
Combination Suitability Standards
---------------------------------
In its pursuit for a combination partner, the Company's management intends to
consider only combination candidates which are profitable or, in management's
view, have growth potential. The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. The Company will, if necessary funds are available, engage attorneys
and/or accountants in its efforts to investigate a combination candidate and to
consummate a business combination. The Company may require payment of fees by
such combination candidate to fund the investigation of such candidate. In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain reports from independent organizations of recognized
standing covering the technology being developed and/or used by the candidate.
The Company's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that the Company will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent the Company
is unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will not have been convicted of securities fraud, mail fraud, tax
fraud, embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will not have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
12
(3) will not have been a defendant in a civil action which resulted in a
final judgement against it or him awarding damages or rescission based
upon unlawful practices or sales of securities.
The Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination candidates.
Such persons will also ask pertinent questions of others who may be involved in
the combination proceedings. However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable. Unless something comes to their attention
which puts them on notice of a possible disqualification which is being
concealed from them, such persons will rely on information received from the
management of the prospective combination candidate and from others who may be
involved in the combination proceedings.
Item 3 - Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's
President, Chief Executive and Chief Financial Officer. Based upon that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.
There have been no significant changes in the Company's internal controls or in
other factors, which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive and Chief Financial Officer as appropriate, to allow timely decisions
regarding required disclosure.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
During the second quarter of 2003, the Company's Board of Directors unanimously
adopted a resolution seeking shareholder approval to grant the Board of
Directors authority to amend the Company's Articles of Incorporation (the
"Articles") to effect a reverse stock split of the then issued and outstanding
common stock. Holders of a majority of our common stock approved the Boards'
recommendation of amending the Articles to effect a one-for- 150 reverse stock
split by consent in lieu of Special Meeting on April 30, 2003.
The reverse stock split, effected on or about June 10, 2003, did not change the
number of authorized shares of common stock or the par value of the Company's
common stock. Except for any changes as a result of the treatment of fractional
shares, each shareholder will hold the same percentage of common stock
outstanding immediately following the reverse stock split as such shareholder
did immediately prior to the reverse stock split.
No scrip or fractional certificates were issued in connection with the reverse
stock split. Shareholders who otherwise would be entitled to receive fractional
shares because they hold a number of Old Shares not evenly divisible will have
the number of new shares to which they are entitled rounded down to the nearest
whole number. Holders of less than 150 Old Shares, regardless of the actual
number held, will be entitled, upon surrender of certificate(s) representing
such shares, to a cash payment of $.05 in lieu thereof. The ownership of a
fractional interest will not give the holder thereof any voting, dividend or
13
other rights except to receive payment therefore as described herein. There have
been no requests for payment of the $0.05 cash payment received by management
through June 30, 2003 or subsequent thereto.
This action caused the issued and outstanding shares to decrease from 83,790,700
to 558,604. The effect of this action is reflected in the accompanying financial
statements as of the first day of the first period presented.
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibits
99.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
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.
Dated: July 23, 2003 /s/ Glenn A. Little.
------------- ------------------------------------
Glenn A. Little
President, Chief Executive Officer
Chief Financial Officer and Director
14
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Boulder Acquisitions, Inc.
(Registrant) on Form 10-QSB for the quarter ended June 30, 2003, as filed with
the Securities and Exchange Commission, on the date hereof, I, Glenn A. Little,
Chief Executive and Chief Financial Officer of the Company, certify to the best
of my knowledge, that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Boulder
Acquisitions, Inc. for the quarter ended June 30, 2003.
2) Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4) The registrant's other certifying officers, if any, and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Quarterly
Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The Registrant's other certifying officers, if any, and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6) The Registrant's other certifying officers, if any, and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ Glenn A. Little Dated: July 23, 2003
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Glenn A. Little
Chief Executive Officer and
Chief Financial Officer
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