Edgar Filing: BOULDER CAPITAL OPPORTUNITIES II LTD

boulder10qsb_812007.htm

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended: June 30, 2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission file number 0-21847

BOULDER CAPITAL OPPORTUNITIES, II, INC.

(Exact name of small business issuer as specified in its charter)

Colorado	84-1356598
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

P.O. Box 12483 Chandler, Arizona 85248

(Address of principal executive offices)

(480)792-6603

(Issuer's telephone number)

________________________________________

(Former name, former address and former fiscal year,

if changed since last report)

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

As of August 1, 2007, 3,215,537 shares of common stock were outstanding. The securities of this Company do not trade in a public market.

PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

For financial information, please see the financial statements and the notes thereto, attached hereto and incorporated herein by this reference.

Item 2. Management's Discussion and Analysis or Plan of Operation.

PLAN OF OPERATIONS

We have generated no revenues from our operations in recent years and have been a development stage company since our formation. Since we have not generated revenues and have not been in a profitable position, we operate with minimal overhead. Our primary activity will be to search for and to acquire oil and gas leases for our own account, and for the foreseeable future to search for and to acquire oil and gas leases for the account of our clients.

On November, 1, 2005, we acquired a 4% interest in twelve mineral leases located in Jasper County, Texas. We acquired these interests from an unaffiliated third party for $20,000 in cash. Otherwise, no leases or clients have been identified at this time.

For the fiscal quarter ended June 30, 2007, we had $1,320 in revenue, as compared to no revenue for the fiscal quarter ended June 30, 2006. For the six months ended June 30, 2007, we had $1,320 in revenue, as compared to no revenue for the six months ended June 30, 2006.

For the fiscal quarter ended June 30, 2007, we had a total of $7,932 in operating expenses, as compared to $9,106 in operating expenses for the fiscal quarter ended June 30, 2006. For the six months ended June 30, 2007, we had a total of $14,100 in operating expenses, as compared to $28,574 in operating expenses for the six months ended June 30, 2006. The operating expenses for both periods ended June 30 were essentially related to professional fees.

For the fiscal quarter ended June 30, 2007, we had a net loss of $6,612, or $(0.002) per share, as compared to a net loss of $9,106, or $(0.0009) per share, for the fiscal quarter ended June 30, 2006. For the six months ended June 30, 2007, we had a net loss of $12,780, or $(0.002) per share, as compared to a net loss of $28,574, or $(0.009) per share for the six months ended June 30, 2006.

We have begun to generate oil revenue from our mineral leases. Our plan is 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.

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We expect to enter into turnkey drilling contracts with an unaffiliated third party for the drilling of any wells. At some later time, we may act as the driller of the wells, although there are no plans to do so at the present time. The costs of drilling wells have not been determined at this time. In any case, we will make every attempt to see that the well are drilled in such areas with our best estimate of making the best return on investment for us and our partners.

The turnkey drilling contract represents the cost of drilling and completion. If, in our sole opinion, a well should not be completed because it will not produce sufficient oil or gas to return a profit, then we would not anticipate expending the completion funds for such well.

It is currently anticipated that any wells to be drilled by us will be drilled within the geographical area or areas selected by us. However, once selected, if subsequent engineering evaluation indicates a more favorable location, we reserve the right to move the drill site or sites, as the case may be, to such location or locations, as the case may be. Any substituted well location or drill site would compare favorably with the general character of the site previously selected regarding degree of risk, drilling depth and cost. Furthermore, it is expected, though not necessarily required, that any such substituted well location or drill site will be in the same general area as the site specified herein.

In addition, we would reserve the right to unitize or pool all of the wells in the selected geographical area into a common production pool or unit. In such event, the owners of the wells, which may include non-partnership investors of ours, will share in the revenue on a pro-rata basis.

We expect to participate in joint ventures with other entities in the development of some prospects. We will have the sole discretion in determining which prospects will be suitable for joint venture participation. In each such joint venture project, any such partnership would receive its pro rata portion of the 100% working interest and would be responsible for its pro rata share of costs and expenses.

Also, we may seek, investigate, and, if warranted, acquire one or more oil or gas properties. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. We have very limited capital, and it is unlikely that we will be able to take advantage of more than one such business opportunity. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.

At the present time we have not identified any additional 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 remainder of the fiscal year 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 June 30, 2007, we had a total of $6,561 in cash. As of June 30, 2006, we had $13,630 in cash. 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.

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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 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), each our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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BOULDER CAPITAL OPPORTUNITIES II, INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

THREE-MONTHS ENDED

June 30, 2007

(UNAUDITED)

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BOULDER CAPITAL OPPORTUNITIES II, INC.

(An Exploration Stage Company)

Balance Sheets

	Unaudited			Audited
	June 30,			December 31,
	2007			2006

Current Assets:
Cash	$	6,561		$	9,260

Other Assets:
Rent Deposit		2,500			2,500
Purchase of Oil Leases		20,000			20,000
Total Other Assets		22,500			22,500

TOTAL ASSETS	$	29,061		$	31,760

Liabilities & Stockholders’ Equity
Current Liabilities – Interest Payable	$	81		$	0

Long Term Liability – Note Payable		10,000			0


TOTAL LIABILITIES		10,081			0


STOCKHOLDERS’ EQUITY
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, 3,215,537 issued and outstanding		234,384			234,384
Deficit accumulated during the exploration stage		(215,404	)		(202,624	)
Total Stockholders’ Equity		18,980			31,760

TOTAL STOCKHOLDERS’ EQUITY	$	29,061		$	31,760

The accompanying notes are an integral part of these financial statements.

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BOULDER CAPITAL OPPORTUNITIES II, INC.

(An Exploration Stage Company)

Statements of Operations

							August 6, 1996
	(Unaudited) Three-Months Ended June 30,						Inception to June 30,
	2007			2006			2007

Revenue:
Rental Income	$	-		$	-		$	5,000
Oil Revenue		1,320		$	-			1,320

Total Income		1,320			-			6,320

Costs and Expenses:
Amortization		-			-			28,400
Professional Fees		6,867			2,487			132,788
Interest Expense		81			-			81
Other Expenses	984				6,619			60,531

Total Operating Expenses		7,932			9,106			221,800

Other Income and Expenses:
Interest Income		-			-			76

Total Other Income & Expenses		-			-			76

Net Loss	$	(6,612	)	$	(9,106	)	$	(215,404	)

Per Share Information:
Weighted average number
of common shares outstanding		3,031,423			3,206,379

Net Loss per common share	$	(.002	)	$	(.0009	)

The accompanying notes are an integral part of these financial statements.

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BOULDER CAPITAL OPPORTUNITIES II, INC.

(An Exploration Stage Company)

Statements of Operations

							August 6, 1996
	(Unaudited) Six-Months Ended June 30,						Inception to June 30,
	2007			2006			2007

Revenue:
Rental Income	$	-		$	-		$	5,000
Oil Revenue		1,320		$	-			1,320

Total Income		1,320			-			6,320

Costs and Expenses:
Amortization		-			-			28,400
Professional Fees		12,689			13,757			132,788
Interest Expense		81			-			81
Other Expenses	1,330				14,817			60,531

Total Operating Expenses		14,100			28,574			221,800

Other Income and Expenses:
Interest Income		-			-			76

Total Other Income & Expenses		-			-			76

Net Loss	$	(12,780	)	$	(28,574	)	$	(215,404	)

Per Share Information:
Weighted average number
of common shares outstanding		3,031,423			3,206,379

Net Loss per common share	$	(.002	)	$	(.0009	)

The accompanying notes are an integral part of these financial statements.

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BOULDER CAPITAL OPPORTUNITIES II, INC.

(An Exploration Stage Company)

Stockholders’ Equity

(Unaudited)

								Deficit
								Accum.
	COMMON STOCK							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		1,030,000		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

Stock issued for services		752,003		85,220		(85,200	)		-			20
Issuance of stock for cash		33,334		5,000		-			5,000
Net Loss for the Year		-		-		-			(32,944	)		(32,944	)

Balance – December 31, 2006		3,215,537		234,384		-			(202,624	)		31,760

Net Loss for the Period		-		-		-			(6,168	)		(6,168	)

Balance – March 31, 2007		3,215,537		234,384		85,200			(208,792	)		25,592

Net Loss for the Period -		-		-		(6,612	)		(6,612	)
Balance - June 30, 2007		3,215,537		234,384		85,200			(215,404	)		18,980

The accompanying notes are an integral part of these financial statements.

BOULDER CAPITAL OPPORTUNITIES II, INC.

(An Exploration Stage Company)

Statements of Cash Flow

(Unaudited)

	Three-Month Ended						August 6, 1996
	June 30,						Inception to
	2007			2006			June 30, 2007

Cash Flows from Operating Activities:

Net Loss	$	(6,612	)	$	(28,574	)		(215,404	)

Amortization		-			-			28,400
Adjustment to reconcile net loss to net
cash provided by operating activities		-			-			(2,500	)
Increase in Interest Payable		81			-			81
Stock issued for services		-			20			96,620

Net Cash Used in Operating Activities		(6.531	)		(28,554	)		(92,803	)

Cash Flows from Investing Activities:
Acquisition of Oil Leases		-			-			(20,000	)
Acquisition of Organizational services		-			-			(28,400	)

Net Cash used in Investing Activities		-			-			(48,400	)

Cash Flows from Financing Activities:
Issuance of Note Payable		10,000			-			10,000
Stocks to be issued		-			-			85,200
Issuance of stock		-			5,000			52,564


Net Cash Provided by Financing Activities		10,000			5,000			147,764

Net Increase in Cash & Cash Equivalents		3,469			(23,554	)		6,561

Beginning Cash & Cash Equivalents	$	3,092		$	37,184		$	-

Ending Cash & Cash Equivalents	$	6,561		$	13,630		$	6,561

SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION

Cash paid for Interest	$	-		$	-		$	-
Cash paid for Income Taxes	$	-		$	-		$	-

NON-CASH TRANSACTIONS
Common stock issued for compensation	$	-		$	-		$	96,620

The accompanying notes are an integral part of these financial statements.

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BOULDER CAPITAL OPPORTUNITIES II, INC.

(An Exploration Stage Company)

Notes to Financial Statements

June 30, 2007

(Unaudited)

Note 1 - Presentation of Interim Information:

In the opinion of the management of Boulder Capital Opportunities II, Inc. the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of June 30, 2007 and the results of operations for the three and six-months ended June 30, 2007 and 2006 and the period August 6, 1996 (inception) to June 30, 2007, and the related cash flows for the six-months ended June 30, 2007 and 2006 and the period August 6, 1996 (inception) to June 30, 2007. Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB and do not contain certain information included in the Company’s audited financial statements and notes for the fiscal year ended December 31, 2006.

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PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

31.1 Certification of CEO and CFO pursuant to Sec. 302

32.1 Certification of CEO and CFO pursuant to Sec. 906

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter for which this report is filed.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		BOULDER CAPITAL OPPORTUNITIES, II, INC.
Date: August 14, 2007	By:	/s/ Michael Delaney
		Director, Principal Executive Officer, and Principal Financial Officer

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