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, 2005
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No: 0-21847
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BOULDER CAPITAL OPPORTUNITIES II, INC.
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(Name of small business in its charter)
Colorado 84-1356898
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(State or other jurisdiction (IRS Employer
of Incorporation) Identification No.)
P.O. Box 12483
Chandler, Arizona 85248
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (480)792-6603
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Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act: Common Stock
no par value
Check whether issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No []
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
State issuer's revenue for its most recent fiscal year: $-0-
State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $-0-.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,430,200 as of March 15, 2006.
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.
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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.
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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.
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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.
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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
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risky investment.
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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.
2
Oil and gas markets are extremely volatile.
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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.
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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.
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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.
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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.
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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.
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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.
3
There is no present market for our securities.
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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
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future.
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We have not paid any dividends on our common stock. There can be no assurance
that our business operations will generate sufficient income to allow it to pay
dividends in the future.
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
We were incorporated under the laws of the State of Colorado on August 8,
1996. As of the date of this report on Form 10-KSB, we are still in the
development stage. To date our primary activities have been organizational ones,
directed at developing our business plan and raising our initial capital. We are
in the oil and gas business. We have no full-time employees and own no real
estate other than our mineral leases.
On December 17, 1997, control of us passed to Michael Delaney, who paid
cash consideration of $11,359 for a total of 627,965 common shares, which was a
total of approximately 61% of our shares. Mr. Delaney was also named our
President, Secretary, and sole Director at that time, and the former Officer and
Director resigned.
On November, 1, 2005, we acquired a 4% interest in twelve mineral leases
located in Jasper County, Texas. We acquired these interests from an
unaffiliated third party for $20,000 in cash. We anticipate seeing a revenue
stream develop beginning in January, 2006.
PROPOSED OPERATIONS
Our business plan is to develop oil and gas wells for our own account and
for potential clients. We have investigated certain possibilities but have
drilled no oil or gas wells. At the present time, there are no active
negotiations being carried on regarding the acquisition of properties and the
drilling of oil or gas wells. Within the next twelve months, we plan to limit
our activities to the Western United States. We may also look to option leases,
which we would hold for resale to third parties.
Potential leases may be received from individuals or companies by
assignment under an agreement to develop or sell such leases on behalf of such
persons. We plan in the future to act as a broker for lease situations involving
third parties. No leases or clients have been identified at this time. It is
also our intention to develop oil and gas lease projects in which we can act
either as the drilling operator for an investor group or as a broker of leases
for a lessor.
When acting for our own account, we will acquire interests in various lease
tracts located in areas where we plan to explore for oil or gas. At the present
time, none of the specific tracts have been identified by us. However, the
tracts are expected to fit into an overall profile.
4
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.
5
Also, we may seek, investigate, and, if warranted, acquire one or more oil
or gas properties. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. We have
very limited capital, and it is unlikely that we will be able to take advantage
of more than one such business opportunity. We intend to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.
At the present time we have not identified any oil or gas business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning any business matter. No
assurance can be given that we will be successful in finding or acquiring a
desirable business opportunity, or that any acquisition that occurs will be on
terms that are favorable to us or our stockholders.
MARKETS
Our initial marketing plan will be focused completely on developing oil and
gas lease projects in which we can act either as the drilling operator for an
investor group or as a broker of leases for a lessor. No efforts toward this
marketing plan have been made as of the date hereof.
RAW MATERIALS
The use of raw materials is not now material factor in our operations at
the present time.
CUSTOMERS AND COMPETITION
At the present time, we are expected to be experience intense competition
in the acquisition of oil and gas leases. There are a number of established
companies, many of which are larger and better capitalized than us and/or have
greater personnel resources and technical expertise. In view of our extremely
limited financial resources, we will be at a significant competitive
disadvantage compared to our competitors.
BACKLOG
At December 31, 2005, we had no backlogs.
EMPLOYEES
At as of the date hereof, we have two employees, our President, Mr. Delaney
and our Secretary, Mr. Parker, neither of whom presently receives any
compensation. We do not plan to hire employees in the future.
PROPRIETARY INFORMATION
We have no proprietary information.
6
GOVERNMENT REGULATION AND ENVIRONMENTAL COMPLIANCE
We expect to be subject to material governmental regulation and
environmental compliance and approvals customarily incident to the operation of
an oil and gas company. The extent of such regulation cannot be determined at
this time, since the properties to be explored have not yet been selected. It
will be our policy to fully comply with all governmental regulation.
RESEARCH AND DEVELOPMENT
We have never spent any amount in research and development activities.
SUBSEQUENT EVENT
We completed a private placement in November, 2005. We raised $85,200
with the sale of common shares. The common shares have not yet been issued.
ITEM 2. DESCRIPTION OF PROPERTY.
On November, 1, 2005, we acquired a 4% interest in twelve mineral
leases located in Jasper County, Texas. We acquired these interests from an
unaffiliated third party for $20,000 in cash. We anticipate seeing a revenue
stream develop beginning in January, 2006.
Our headquarters are at P.O. Box 12483, Chandler, Arizona 85248, which is
the address of our President. Our telephone number is (480)792-6603.We maintain
a satellite office in Houston, Texas. It is located at 651 Bering, Suite 2002,
Houston, Texas 77057. We have rented this office from a company owned by one of
our shareholders. We pay $2,500 per month on a one year lease which began in
July, 2005. Otherwise, we do not maintain any other facilities.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer or affiliate of ours, and no owner of record or
beneficial owner of more than 5% of the securities of ours, or any associate of
any such director, officer or security holder is a party adverse to us or has a
material interest adverse to us in reference to pending litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of our security holders during the
fourth quarter of the fiscal year which ended December 31, 2005.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is currently no public trading market for our securities. The
securities are held of record by a total of approximately 47 persons.
No dividends have been declared or paid on our securities, and it is not
anticipated that any dividends will be declared or paid in the foreseeable
future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
7
PLAN OF OPERATIONS
We have generated no revenues from our operations in recent years and have
been a development stage company since our formation. Since we have not
generated revenues and have not been in a profitable position, we operate with
minimal overhead. Our primary activity will be to search for and to acquire oil
and gas leases for our own account, and for the foreseeable future to search for
and to acquire oil and gas leases for the account of our clients.
On November, 1, 2005, we acquired a 4% interest in twelve mineral
leases located in Jasper County, Texas. We acquired these interests from an
unaffiliated third party for $20,000 in cash. We anticipate seeing a revenue
stream develop beginning in January, 2006. Otherwise, no leases or clients have
been identified at this time.
We intend to develop oil and gas lease projects in which we can act either as
the drilling operator for an investor group or as a broker of leases for a
lessor and for the account of its clients. Leases may be received from
individuals or companies by assignment under an agreement to develop or sell
such leases on behalf of such persons. We also plan in the future to act as a
broker for lease situations involving third parties.
We will focus our attention on drilling primarily in the same specific
geographical area in which we plan to acquire interests. We plan to concentrate
our activities in the Western United States. We plan to utilize various
reporting services such as Petroleum Information and our contacts within the
petroleum industry to identify drilling locations, companies and ownership
activity. However, since the thrust of our initial efforts will be to acquire
leases with a minimum of capital outlay, we will also look at situations in any
other geographical area where such leases may be obtained. The ability to drill
in a specific lease area will be secondary to the ability to acquire a lease on
terms most favorable to us and at little or no capital outlay. At the present
time, we have been looking for leases which meet the above-mentioned criteria
but has not yet identified any lease situations which we believe would be
appropriate for acquisition. We cannot predict when such identification will
occur.
We expect to enter into turnkey drilling contracts with an unaffiliated
third party for the drilling of any wells. At some later time, we may act as the
driller of the wells, although there are no plans to do so at the present time.
The costs of drilling wells have not been determined at this time. In any case,
we will make every attempt to see that the well are drilled in such areas with
our best estimate of making the best return on investment for us and our
partners.
The turnkey drilling contract represents the cost of drilling and
completion. If, in our sole opinion, a well should not be completed because it
will not produce sufficient oil or gas to return a profit, then we would not
anticipate expending the completion funds for such well.
It is currently anticipated that any wells to be drilled by us will be
drilled within the geographical area or areas selected by us. However, once
selected, if subsequent engineering evaluation indicates a more favorable
location, we reserve the right to move the drill site or sites, as the case may
be, to such location or locations, as the case may be. Any substituted well
location or drill site would compare favorably with the general character of the
site previously selected regarding degree of risk, drilling depth and cost.
Furthermore, it is expected, though not necessarily required, that any such
substituted well location or drill site will be in the same general area as the
site specified herein.
8
In addition, we would reserve the right to unitize or pool all of the wells
in the selected geographical area into a common production pool or unit. In such
event, the owners of the wells, which may include non-partnership investors of
ours, will share in the revenue on a pro-rata basis.
We expect to participate in joint ventures with other entities in the
development of some prospects. We will have the sole discretion in determining
which prospects will be suitable for joint venture participation. In each such
joint venture project, any such partnership would receive its pro rata portion
of the 100% working interest and would be responsible for its pro rata share of
costs and expenses.
Also, we may seek, investigate, and, if warranted, acquire one or more oil
or gas properties. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. We have
very limited capital, and it is unlikely that we will be able to take advantage
of more than one such business opportunity. We intend to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.
At the present time we have not identified any oil or gas business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning any business matter. No
assurance can be given that we will be successful in finding or acquiring a
desirable business opportunity, or that any acquisition that occurs will be on
terms that are favorable to us or our stockholders.
Our plan of operations for the next twelve months is to continue to carry
out our plan of business discussed above. This includes seeking to complete a
merger or acquisition transaction for oil or gas properties.
LIQUIDITY AND CAPITAL RESOURCES
As of the end of the reporting period, we had no material cash or cash
equivalents. There was no significant change in working capital during this
fiscal year.
Our management feels we have inadequate working capital to pursue any
business opportunities other than seeking leases for acquisition and partnership
with third parties. We will have negligible capital requirements prior to the
consummation of any such acquisition. We so not intend to pay dividends in the
foreseeable future.
We completed a private placement in November, 2005. We raised $85,200
with the sale of common shares. The common shares have not yet been issued.
We will not be required to raise additional funds, nor will our
shareholders be required to advance funds in order to pay our current
liabilities and to satisfy our cash requirements for the next twelve months.
ITEM 7. FINANCIAL STATEMENTS.
Financial statements for the years ended December 31, 2005 and 2004 are
presented in a separate section of this report following Item 14.
9
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
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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
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting him to material information relating
to Entrust Financial Services required to be included in its periodic SEC
filings.
Changes in Internal Control over Financial Reporting
----------------------------------------------------
The Company has made no significant change in its internal control over
financial reporting during the most recent fiscal quarter covered by this annual
report on Form 10-KSB that has materially affected, or is reasonably likely to
materially affect, its internal control over financial reporting.
ITEM 8B. OTHER INFORMATION.
Nothing to report.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
The directors and executive officers currently serving the Company are as
follows:
Name Age Positions Held and Tenure
------------------- --- ---------------------------------
Michael J. Delaney 51 President, Treasurer and
Director
Douglas Parker 53 Secretary and Director
The directors named above will serve until the next annual meeting of our
stockholders. Thereafter, directors will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of the board of directors, absent any employment agreement, of which none
currently exists or is contemplated. There is no arrangement or understanding
between any of our directors or officers or any other person pursuant to which
any director or officer was or is to be selected as a director or officer.
Our directors and officers will devote his time to our affairs on an "as
needed" basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
will fall within the range of five to ten hours per month.
10
Biographical Information
Michael Delaney, President, Treasurer and Director. In January, 1998, he became
our President, Secretary, and sole Director. Since 1980, Mr. Delaney has also
been the owner and president of MD Sales, a sales representative and consulting
firm for various companies in product development, sales, and marketing. Mr.
Delaney has served as a Director of Maui Capital Corporation from 1988 to 1995
and of Parkway Capital Corporation from 1988 to 1994.
Douglas Parker has been Secretary and a Director of our company since December,
2005. From 2004 to the present, he has also been the Chief Financial Officer of
Production Enhancement Group, which is a private oil field services company.
From 2004 to 2005, he was also the Chief Financial Officer of IIBEX Holdings,
Inc, and its predecessor IIBEX, Ltd., a merchant banking firm. From August, 2003
to December 2004, he was the Chief Financial Officer and Senior Vice President
of Operations of Tribune Direct, Inc., of Houston, Texas, a private company in
the funeral products industry. From August, 2003 to December, 2003, he was also
involved as a consultant to EPCglobal, Inc., a private United Kingdom company
involved in engineering staffing. From January, 2003 to July, 2003, he was Chief
Executive Officer and President of Pliant Technologies, Inc., of Houston, Texas,
a private start-up software company. From 1995 to 2002, he was Chief Financial
Officer and Corporate Controller of FS Strategies/Talent Tree, a nationwide
private commercial staffing company with a primary focus on clerical, light
industrial, health services, and information technology. He was also previously
involved in the petroleum industry. Has been a Director of Tradestar Services,
Inc., a public staffing company, since January, 2004. He is a Certified Public
Accountant - Texas. Mr. Parker has an MBA, Finance and Taxation and a BBA,
Accounting from the University of Houston. He currently devotes on an as needed
basis to our business, which generally amounts to about five hours per month.
Compliance With Section 16(a) of the Exchange Act.
Mr. Delaney made a late filing of his Form 4 and Form 5 for the fiscal year. Mr.
Parker made a late filing of his Forms 3 and 5 for the fiscal year ended
December 31, 2005. Otherwise, we have no report to give with respect to any
matters involving compliance with Section 16(a) of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION.
Our directors and officers received no remuneration from us during the
fiscal year. Otherwise, until we acquire additional capital, our officers and
directors will receive compensation from us for reimbursement only of
out-of-pocket expenses. We have no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 15, 2006, the number of shares
of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5.0% or more of the outstanding our Common Stock.
Also included are the shares held by all executive officers and directors as a
group.
Name and Number of Shares Percent of
Address Owned Beneficially Class Owned
----------------------- ------------------ -----------
Michael J. Delaney 1,253,965 52%
P.O. Box 12483
Chandler, Arizona 85248
Douglas Parker 100,000 4%
P.O. Box 12483
Chandler, Arizona 85248
All directors and
executive officers
(2 persons) 1,353,965 56%
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Conflicts of Interest
None of our officers will devote more than a portion of his time to our
affairs. There will be occasions when the time requirements of our business
conflict with the demands of the officer's other business and investment
activities. Such conflicts may require that we attempt to employ additional
personnel. There is no assurance that the services of such persons will be
available or that they can be obtained upon terms favorable to us.
Loans
As of December 31, 2005, the Company owed several shareholders a total of
$17,700 for prior advances. None of this indebtedness currently bears interest.
Lease
We maintain a satellite office in Houston, Texas. It is located at 651
Bering, Suite 2002, Houston, Texas 77057. We have rented this office from a
company owned by one of our shareholders. We pay $2,500 per month on a one year
lease which began in July, 2005.
ITEM 13. EXHIBITS AND REPORTS ON FORM 10-KSB.
The Exhibits listed below are filed as part of this Annual Report.
Exhibit No. Document
------------ ----------------------------------------------------
3.1 * Articles of Incorporation
3.2 * Bylaws
4.1 * Specimen Certificate
10.1 Partial Assignment and Bill of Sale of Oil, Gas and
Mineral Leases
31.1 Certification of CEO/CFO pursuant to Sec. 302
32.1 Certification of CEO/CFO pursuant to Sec. 906
* Previously filed.
We filed no reports Form 8-K during the last quarter of its fiscal year
ending December 31, 2005.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent auditor, Jaspers + Hall, PC, Certified Public Accountants,
billed an aggregate of $1,000 for the year ended December 31, 2005 for
professional services rendered for the audit of our annual financial statements
and review of the financial statements included in our quarterly reports.
Our independent auditor, Michael Johnson & Co., LLC, Certified Public
Accountants, billed an aggregate of $3,000 for the year ended December 31, 2004
for professional services rendered for the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports.
We do not have an audit committee and as a result its entire board of directors
performs the duties of an audit committee. Our board of directors evaluates the
scope and cost of the engagement of an auditor before the auditor renders audit
and non-audit services.
10
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
For Years Ended December 31, 2005
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Boulder Capital Opportunities II, Inc.
Chandler, AZ
We have audited the accompanying balance sheet of Boulder Capital Opportunities
II, Inc., (An Exploration Stage Company) as of December 31, 2005 and the related
statement of operations, stockholders' equity, and cash flows for the year 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. The December 31, 2004 financial statements of
Boulder Capital Opportunities II, Inc., (An Exploration Stage Company), were
audited by another auditor who has ceased operations. That auditor expressed an
unqualified opinion on those financial statements in his report dated March 8,
2005.
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, 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
----------------------
JASPERS + HALL, PC
March 27, 2006
F-1
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Balance Sheets
Audited
December 31, Audited
2005 2004
--------- ---------
ASSETS
Current Assets:
Cash $ 37,184 $ --
--------- ---------
Total Current Assets 37,184 --
--------- ---------
Other Assets:
Rent Deposit 2,500
Purchase of Oil Leases 20,000 --
--------- ---------
Total Other Assets 22,500 --
--------- ---------
TOTAL ASSETS $ 59,684 $ --
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ -- $ 8,374
Notes Payable - Stockholder -- 17,700
--------- ---------
Total Current Liabilities -- 26,074
--------- ---------
Stockholders' Equity
Preferred stock, no par value, 10,000,000 shares
authorized, none issued or outstanding
Common stock, no par value, 100,000,000 shares
authorized, 2,430,200 issued and outstanding December 31, 2005 144,164 114,164
2,230,000 shares issued and outstanding December 31, 2004
Stocks to be issued 85,200
Deficit accumulated during the
exploration stage (169,680) (140,238)
--------- ---------
Total Stockholders' Equity 59,684 (26,074)
--------- ---------
TOTAL LIABILITES & STOCKHOLDERS' EQUITY $ 59,684 $ --
========= =========
The accompanying notes are an integral part of these financial statements.
F-2
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Statements of Operations
Year Ended August 6, 1996
December 31, (Inception) to
-------------------------- December 31,
2005 2004 2005
----------- ----------- -----------
Revenue:
Rental Income $ -- $ -- $ 5,000
----------- ----------- -----------
Total Income -- -- 5,000
----------- ----------- -----------
Costs and Expenses:
Amortization -- -- 28,400
Professional Fees 11,586 -- 105,587
Other Expenses 17,856 13,865 40,769
----------- ----------- -----------
Total Operating Expenses 29,442 13,865 174,756
----------- ----------- -----------
Other Income and Expenses:
Interest Income -- -- 76
----------- ----------- -----------
Total Other Income & Expenses -- -- 76
----------- ----------- -----------
Net Loss $ (29,442) $ (13,865) $ (169,680)
=========== =========== ===========
Per Share Information:
Weighted average number
of common shares outstanding 2,297,597 2,230,200
----------- -----------
Net Loss per common share $ (0.01) *
=========== ===========
* Less than $.01
The accompanying notes are an integral part of these financial statements.
F-3
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Stockholders' Equity (Deficit)
December 31, 2005
COMMON STOCKS Deficit
---------------------- Accum. During Total
Stocks to Exploration Stockholders'
# of Shares Amount Be Issued Stage Equity
--------- --------- --------- --------- ---------
Balance - August 8, 1996 -- $ -- $ -- $ -- $ --
Issuance of stock for compensation 710,000 28,400 -- -- 28,400
Issuance of stock for cash 100,000 4,000 -- -- 4,000
Issuance of stock for cash 200,000 8,000 -- -- 8,000
Net Loss for Period -- -- -- (6,448) (6,448)
--------- --------- --------- --------- ---------
Balance - August 31, 1996 1,010,000 40,400 -- (6,448) 33,952
--------- --------- --------- --------- ---------
Issuance of stock for compensation 20,200 20,200 -- -- 20,200
Net Loss for the Year -- -- -- (32,493) (32,493)
--------- --------- --------- --------- ---------
Balance - August 31, 1997 1,030,200 60,600 -- (38,941) 21,659
--------- --------- --------- --------- ---------
Additional paid-in capital -- 5,564 -- -- 5,564
Net Loss for the Year -- -- -- (12,792) (12,792)
--------- --------- --------- --------- ---------
Balance - December 31, 1998 1,030,200 66,164 -- (51,733) 14,431
--------- --------- --------- --------- ---------
Net Loss for the Year -- -- -- (17,940) (17,940)
--------- --------- --------- --------- ---------
Balance - December 31, 1999 1,030,200 66,164 -- (69,673) (3,509)
--------- --------- --------- --------- ---------
Issuance of stock for compensation 1,200,000 48,000 -- -- 48,000
Net Loss for the Year -- -- -- (48,000) (48,000)
--------- --------- --------- --------- ---------
Balance - December 31, 2000 2,230,200 114,164 -- (117,673) (3,509)
--------- --------- --------- --------- ---------
Net Loss for the Year -- -- -- -- --
--------- --------- --------- --------- ---------
Balance - December 31, 2001 2,230,200 114,164 -- (117,673) (3,509)
--------- --------- --------- --------- ---------
Net Loss for the Year -- -- -- -- --
--------- --------- --------- --------- ---------
Balance - December 31, 2002 2,230,200 114,164 -- (117,673) (3,509)
--------- --------- --------- --------- ---------
Net Loss for the Year -- -- -- (8,700) (8,700)
--------- --------- --------- --------- ---------
Balance - December 31, 2003 2,230,200 114,164 -- (126,373) (12,209)
--------- --------- --------- --------- ---------
Net Loss for the Year -- -- -- (13,865) (13,865)
--------- --------- --------- --------- ---------
Balance - December 31, 2004 2,230,200 114,164 -- (140,238) (26,074)
--------- --------- --------- --------- ---------
Stock issued for cash 200,000 30,000 -- -- 30,000
Stocks to be Issued -- -- 85,200 -- 85,200
Net Loss for the Year -- -- (29,442) (29,442)
--------- --------- --------- --------- ---------
Balance - December 31, 2005 2,430,200 $ 144,164 $ 85,200 $(169,680) $ 59,684
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-4
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Statements of Cash Flow
Indirect Method
Year Ended August 6, 1996
December 31, (Inception) to
---------------------- December 31,
2005 2004 2005
--------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (29,442) $ (13,865) $(169,680)
Stock issued for services -- -- 96,600
Adjustment to reconcile net loss to net
cash provided by operating activities
Amortization -- -- 28,400
(Increase) Rent deposit (2,500) (2,500)
Increase (Decrease) in Accounts Payable (8,374) 4,865 --
--------- --------- ---------
Net Cash Used In Operating Activities (40,316) (9,000) (47,180)
--------- --------- ---------
Cash Flows from Investing Activities:
Acquisition of Oil Leases (20,000) -- (20,000)
Acquisiton of organizational services -- -- (28,400)
--------- --------- ---------
Net Cash used in Investing Activities (20,000) -- (48,400)
--------- --------- ---------
Cash Flows from Financing Activities:
Proceeds from Stockholders -- 9,000 17,700
Payment of Notes Payable (17,700) -- (17,700)
Stocks to be issued 85,200 85,200
Issuance of stock 30,000 -- 47,564
--------- --------- ---------
Net Cash Provided by Finacing Activities 97,500 -- 132,764
--------- --------- ---------
Net Increase in Cash & Cash Equivalents 37,184 -- 37,184
--------- --------- ---------
Beginning Cash & Cash Equivalents -- -- --
--------- --------- ---------
Ending Cash & Cash Equivalents $ 37,184 $ -- $ 37,184
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for Interest $ -- $ -- $ --
========= ========= =========
Cash paid for Income Taxes $ -- $ -- $ --
========= ========= =========
NON-CASH TRANSACTIONS
Stock issued for compensation $ -- $ -- $ 96,600
========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-5
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2005
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
The Company was incorporated on August 6, 1996, in the state of Colorado. The
Company is in the exploration stages and was originally organized for the
purpose of operating as a capital market access corporation and to acquire one
or more existing businesses through merger or acquisition. The Company has
changed its focus and is now in the oil and gas business, with an emphasis on
acquisition of producing properties. We maintain a satellite office in Houston,
Texas which is leased for $2,500 per month on a one year lease. The Company's
fiscal year end is December 31.
Basis of Presentation - Exploration Stage Company:
The Company has not earned significant revenues from limited principal
operations. Accordingly, the Company's activities have been accounted for as
those of an "Exploration Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that the Company's financial statements be identified as those of an
exploration stage company, and that the statements of operations, stockholders'
equity (deficit) and cash flows disclose activity since the date of the
Company's inception.
Basis of Accounting:
The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.
Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments, with an original
maturity of three months to be cash equivalents.
Use of estimates:
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect certain reported amounts of assets and liabilities at the date of
the financial statements. Actual results could differ from those estimates.
Net Loss Per Share
Net loss per share is based on the weighted average number of common shares
outstanding during the period.
Other Comprehensive Income
The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods. No
securities were included in the computation of diluted net earnings per share as
their effect would have been anti-dilutive.
F-6
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2005
Note 2 - Federal Income Taxes:
The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 9"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.
Deferred tax assets:
Net operating loss carryforwards $ 169,680
Valuation allowance (169,680)
----------
Net deferred tax assets $ 0
==========
At December 31, 2005, the Company had net operating loss carryforwards of
approximately $169,680 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.
Note 3 - Going Concern:
The financial statements of the Company have been presented on the basis that
they are a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has an
accumulated deficit at December 31, 2005 of $169,680.
The future success of the Company is likely dependent on its ability to attain
additional capital, or to find an acquisition to add value to its present
shareholders and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity for the
Company to continue as a going concern.
Note 4 - Capital Stock Transactions:
The authorized common shares of stock of the Company, was established at
100,000,000 with no par value. The Company issued 200,000 shares of common stock
during the year ended December 31, 2005. The authorized preferred shares of
stock of the Company, was established at 10,000,000 with no par value. There
have been no shares of preferred stock issued. In November 2005 the Company did
a Private Placement of common stocks and have received Capital Investments of
$85,200 for 552,003 shares of common stock to be issued in 2006
F-7
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2005
Note 5 - Segment Information:
Boulder Capital Opportunities II, Inc. operates primarily in a single operating
segment, the capital marketing access business for the purpose of merger and
acquisitions in the gas and oil business.
Note 6 - Financial Accounting Developments:
Recently Issued Accounting Pronouncements
In February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 150, "Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity". The provisions of SFAS 150 are effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
are effective at the beginning of the first interim period beginning after June
15, 2003, except for mandatory redeemable financial instruments of nonpublic
entities. The Company has not issued any financial instruments with such
characteristics.
In December 2003, the FASB issued FASB Interpretation No. 46 (revised December
2003), "Consolidation of Variable Interest Entities" (FIN No. 46R), which
addresses how a business enterprise should evaluate , whether it has a
controlling financial interest in an entity through means other than voting
rights and accordingly should consolidate the entity. FIN No. 46R replaces FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities", which was
issued in January 2003. Companies are required to apply FIN 46R to variable
interests in variable interest entities ("VIE") created after December 31, 2003.
For variable interest in VIEs created before January 1, 2004 the interpretation
is applied beginning January 1, 2005. For any VIEs that must be consolidated
under FIN No. 46R that were created before January 1, 2004, the assets,
liabilities and non-controlling interests of the VIE initially are measured at
their carrying amounts with any difference between the net amount added to the
balance sheet and any previously recognized interest being recognized as the
cumulative effect of an accounting change. If determining the carrying value is
not practicable, fair value at the date FIN No. 46R first applies may be used
measure the assets, liabilities and non-controlling interest of the VIE. The
Company does not have any interest in VIEs.
In December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based
Payment" which amends FASB Statement No. 123 and will be effective for public
companies for interim or annual periods beginning June 15, 2005. The new
statement will require entities to expense employee stock options and other
share-based payments. The new standard may be adopted in one of three ways - the
modified prospective transition method, a variation of the modified transition
method or the modified retrospective transition method. The Company is to
evaluate how it will adopt the standard and the evaluation the effect that the
adoption of SFAS 123R will have on the financial position and results of
operations.
F-8
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2005
Note 6 - Financial Accounting Developments (Cont):
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4." The statement amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of
idle facility expense, freight, handling costs and wasted material (spoilage).
Paragraph 5 of ARB No. 43, Chapter 4 previously stated that "under some
circumstances, items such as idle facility expense, excessive spoilage, double
freight and rehandling costs may be so abnormal as to require treatment as
current period charges". SFAS No. 151 requires that those items be recognized as
current-period charges regardless of whether they meet the criterion of "so
abnormal". In addition, this statement requires that allocation of fixed
production overhead to the costs of conversion be based on the prospectively and
are effective for inventory costs incurred during fiscal years beginning after
June 15, 2005, with earlier application permitted for inventory costs incurred
during fiscal years beginning after the date this Statement is issued. The
adoption of SFAS No. 151 does not have an impact on the Company's financial
position and results of operations.
In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets,
an amendment of APB Opinion No. 29. The guidance in APB opinion No. 29,
Accounting for Non-monetary Transactions, is based on the principle that
exchange of non-monetary assets should be measured on the fair value of the
assets exchanges. The guidance in that Opinion, however, included certain
exceptions to that principle. This Statement amends Opinion 29 to eliminate the
exception for non-monetary exchanges of similar productive assets that do not
have commercial substance. A non-monetary has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS No. 153 is effective for non-monetary exchanges occurring in
fiscal periods beginning June 15, 2005. The adoption of SFAS No. 153 is not
expected to have an impact on the Company's financial position and results of
operations.
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional asset retirement obligation
when incurred if the liability's fair value can be reasonably estimated. FIN 47
also defines when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. The provision is
effective no later than the end of fiscal years ending after December 15, 2005.
The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006
and does not believe the adoption will have a material impact on its
consolidated financial position or results of operations or cash flows.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by the Company in the
first quarter of 2006. The Company is currently evaluating the
F-9
BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2005
Note 6 - Financial Accounting Developments (Cont):
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.
Note 7 - Subsequent Event:
The Company has raised an additional $35,000 as of February 3, 2006 when the
offering was closed, for an additional 233,334 shares of common stock to be
issued in March 2006.
Note 8 - Oil and Gas Leases:
In November 2005 the Company issued a check for $20,000 to Michael Hopkins
(Petroleum Resource Management Company) to purchase of a 4% interest in twelve
mineral leases located in Jasper County, Texas. The properties have not been
improved as of December 31, 2005.
F-10
Signatures
In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.
BOULDER CAPITAL OPPORTUNITIES II, INC.
By: /s/ Michael J. Delaney
-------------------------------------
Michael J. Delaney
Director, Principal Executive Officer,
and Principal Financial Officer
Date: April 12, 2006
By: /s/ Douglas Parker
-------------------------------------
Douglas Parker
Director
Date: April 12, 2006
11