UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 2006
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File No.
BOULDER CREEK EXPLORATIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1120 West Hastings Street
Vancouver, British Columbia
Canada V6E 2M4
(Address of principal executive offices, zip code)
(604) 288-7703
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 [_]
As of July 31, 2006 there were 9,710,000 shares of the Registrant's common
stock, $0.001 par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): [_] Yes [X] No
Indicate by check mark whether the registrant is a shell company (as defined in
Exchange Act Rule 12b-2 of the Exchange Act). Yes |_| No |X|
BOULDER CREEK EXPLORATIONS, INC.
QUARTERLY REPORT ON FORM 10-QSB
FOR THE PERIOD ENDED JULY 31, 2006
INDEX
Index Page
Part I. Financial Information 4
Item 1. Financial Statements 4
Condensed Consolidated Balance Sheet as of
July 31, 2006 (unaudited) 5
Condensed Consolidated Statements of Operations -
for the three months ended July 31, 2006 and
2005(unaudited) 6
Condensed Consolidated Statements of Cash Flows for
the three months ended July 31, 2006 and 2005
(unaudited) 8
Notes to Unaudited Condensed Consolidated Financial
Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3. Controls and Procedures 14
Part II. Other Information 15
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security
Holders 15
Item 5. Other Information 15
Item 6. Exhibits 15
Signatures 16
Certifications
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-QSB of Boulder Creek Explorations, Inc., a Nevada corporation (the
"Company" or "Boulder Creek") contains "forward-looking statements." In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "expects," "plans," "intends," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of such terms and other comparable terminology. These forward-looking statements
include, without limitation, statements about our market opportunity, our
strategies, competition, expected activities and expenditures as we pursue our
business plan, and the adequacy of our available cash resources. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Actual results may differ materially from the predictions
discussed in these forward-looking statements. The economic environment within
which we operate could materially affect our actual results. Additional factors
that could materially affect these forward-looking statements include, among
other things, the Company's ability to (i) develop and sell minerals, (ii) raise
sufficient funds to maintain its permits and licenses to explore for minerals
and otherwise continue its operations, (iii) the market price for certain
minerals for which the Company may explore and develop, (iv) general economic,
market or business conditions, and (v) other factors discussed in Boulder
Creek's filings with the Securities and Exchange Commission ("SEC").
Our management has included projections and estimates in this Form 10-QSB, which
are based primarily on management's experience in the industry, assessments of
our results of operations, discussions and negotiations with third parties and a
review of information filed by our competitors with the Securities and Exchange
Commission or otherwise publicly available. We caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BOULDER CREEK EXPLORATIONS, INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
July 31, 2006
(unaudited)
BALANCE SHEETS 5
INTERIM STATEMENTS OF OPERATIONS 6
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY 7
INTERIM STATEMENTS OF CASH FLOWS 8
NOTES TO INTERIM FINANCIAL STATEMENTS 9
4
BOULDER CREEK EXPLORATIONS, INC.
(An Exploration Stage Company)
BALANCE SHEETS
July 31, October 31,
2006 2005
- -----------------------------------------------------------------------------------------------
CURRENT ASSETS
Cash $ 5,002 $ 3,506
- -----------------------------------------------------------------------------------------------
FIXED ASSETS (net of depreciation) 900 1,080
- -----------------------------------------------------------------------------------------------
TOTAL ASSETS $ 5,902 $ 4,586
===============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,400 $ 2,500
Due to related party ( Note 5) 3,000 3,000
- -----------------------------------------------------------------------------------------------
4,400 5,500
- -----------------------------------------------------------------------------------------------
GOING CONCERN (Note 1)
STOCKHOLDERS' EQUITY (Note 4)
Common stock, 75,000,000 shares authorized with $0.001 par value
Issued and outstanding
9,710,000 common shares (October 31, 2005 -9,040,000) 9,710 9,040
Additional paid-in-capital 46,090 13,260
Share Subscriptions -- --
Deficit accumulated during exploration stage (54,298) (23,214)
- -----------------------------------------------------------------------------------------------
1,502 (914)
- -----------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,902 $ 4,586
===============================================================================================
Sole Director
- ---------------------------------------------
The accompanying notes are an integral part of these Interim financial
statements.
5
BOULDER CREEK EXPLORATIONS, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(unaudited)
For the three For the three For the nine For the nine
month period month period month period month period June 7, 2004
ended ended ended ended (inception) to
July 31, July 31, July 31, July 31, July 31,
2006 2005 2006 2005 2006
- --------------------------------------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Mining property costs $ -- $ 40 $ 3,485 $ 3,346 $ 9,021
Office and general 48 795 945 1,221 2,432
Professional fees 18,495 1,000 24,095 5,235 37,314
Regulatory and filing fees 1,817 85 2,559 1,827 5,531
- --------------------------------------------------------------------------------------------------------------------------------
20,360 1,920 31,084 11,629 54,298
- --------------------------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (20,360) $ (1,920) $ (31,084) $ (11,629) $ (54,298)
================================================================================================================================
BASIC LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
================================================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 9,668,478 9,040,000 9,251,795 9,040,000
================================================================================================================================
The accompanying notes are an integral part of these Interim financial
statements.
6
BOULDER CREEK EXPLORATIONS, INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO JULY 31, 2006
(unaudited)
Deficit
Accumulated
Common Stock Additional During
Number of Paid in Exploration Share Stockholders'
Shares Amount Capital Stage Subscriptions Equity
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, June 7, 2004 -- $ -- $ -- $ -- $ -- $ --
Common stock issued for cash at $0.001
per share, to the sole director and
president September, 2004 7,000,000 7,000 -- -- -- 7,000
Common stock issued for cash at $0.0075
per share on September 23, 2004
1,760,000 1,760 11,440 -- -- 13,200
Common stock issued for cash at $0.0075
per share on October 15, 2004 280,000 280 1,820 -- -- 2,100
Net loss for the period June 7, 2004
(inception) to October 31, 2004 -- -- -- (6,194) -- (6,194)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 2004 9,040,000 9,040 13,260 (6,194) -- 16,106
- ------------------------------------------------------------------------------------------------------------------------------------
Net loss for the year ended October 31,
2005 -- -- -- (17,020) -- (17,020)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 2005 9,040,000 9,040 13,260 (23,214) -- (914)
- ------------------------------------------------------------------------------------------------------------------------------------
Common stock issued for cash at $0.05
per share, May 1 and May 15 2006 670,000 670 32,830 -- 33,500
Net loss for the period ended July 31,
2006 -- -- -- (31,084) -- (31,084)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 2006 9,710,000 $ 9,710 $ 46,090 $ (54,298) $ -- $ 1,502
====================================================================================================================================
The accompanying notes are an integral part of these Interim financial
statements.
7
BOULDER CREEK EXPLORATIONS, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(unaudited)
For the nine For the nine
month period month period June 7, 2004
ended ended (inception) to
July 31, July 31, July 31,
2006 2005 2006
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period $(31,0841) $(11,628) $(54,298)
Adjustment to reconcile net loss
to net cash from operating activities:
- depreciation 180 60 300
- accounts payable and accrued liabilities (1,100) (2,000) 1,400
- ----------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (32,004) (13,568) (52,598)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITY
Acquisition of fixed assets -- (1,200) (1,200)
- ----------------------------------------------------------------------------------------------------------------
NET CASH FLOWS USED IN INVESTING ACTIVITY -- (1,200) (1,200)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock 33,500 -- 55,800
Related party advances -- 3,000 3,000
- ----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 33,500 3,000 58,800
- ----------------------------------------------------------------------------------------------------------------
(DECREASE) INCREASE IN CASH 1,496 (11,768) 5,002
CASH, BEGINNING OF PERIOD 3,506 19,105 --
- ----------------------------------------------------------------------------------------------------------------
CASH, END OF PERIOD $ 5,002 $ 7,337 $ 5,002
================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ -- $ --
Cash paid for income taxes $ -- $ -- $ --
The accompanying notes are an integral part of these Interim financial
statements.
8
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
- --------------------------------------------------------------------------------
Boulder Creek Explorations, Inc. (the "Company") is an exploration stage company
that was organized to engage in the business of natural resource exploration in
the Province of British Columbia, Canada.
Going concern The Company commenced operations on June 7, 2004 and has not
realized any revenues since inception. The Company has a deficit accumulated to
the period ended July 31, 2006 in the amount of $54,705. The ability of the
Company to continue as a going concern is dependent on raising capital to fund
its business plan and ultimately to attain profitable operations. Accordingly,
these factors raise substantial doubt as to the Company's ability to continue as
a going concern. The Company is funding its initial operations by way of Private
Placements. As of July 31, 2006 the Company had issued 9,680,000 shares of
common stock in the capital of the Company and had received proceeds of $56,207.
Unaudited Interim Financial Statements The accompanying unaudited interim
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB of Regulation S-B. They do not include all
information and footnotes required by generally accepted accounting principles
for complete financial statements. However, except as disclosed herein, there
have been no material changes in the information disclosed in the notes to the
financial statements for the year ended October 31, 2005 included in the
Company's Form SB-2A filed with the Securities and Exchange Commission. The
interim unaudited consolidated financial statements should be read in
conjunction with those financial statements included in the Form SB-2A. In the
opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the nine months ended July 31, 2006 are not necessarily
indicative of the results that may be expected for the year ending October 31,
2006.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Organization
The Company was incorporated on June 7, 2004 in the State of Nevada. The
Company's fiscal year end is October 31.
Basis of presentation
These financial statements are presented in United States dollars and have been
prepared in accordance with United States generally accepted accounting
principles.
Exploration stage company
The Company is considered to be in the exploration stage as defined in Statement
of Financial Accounting Standards No. 7.
Natural resource properties
Natural resource properties consist of exploration and mining concessions,
options and contracts. Acquisitions, leasehold costs and exploration costs are
expensed as incurred until an independent feasibility study has determined that
the property is capable of economic commercial production.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- --------------------------------------------------------------------------------
Financial Instruments
All significant financial assets, financial liabilities and equity instruments
of the Company are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practical the fair
values of financial assets and financial liabilities have been determined and
disclosed; otherwise only available information pertinent to fair value has been
disclosed.
Loss per Common Share
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
Income taxes
The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. As at July 31, 2006 the Company had net operating loss
carryforwards, however, due to the uncertainty of realization, the Company has
provided a full valuation allowance for the deferred tax assets resulting from
these loss carryforwards.
Stock-based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation", as issued by the
Financial Accounting Standards Board ("FASB"), as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation - transition and disclosure",
encourages the use of the fair value based method of accounting for stock-based
employee compensation. SFAS No. 123 allows entities to continue to apply the
intrinsic value method prescribed by Accounting Principles Board Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations and provide pro forma disclosures of net income (loss) and
earnings (loss) per share. Under APB 25, compensation cost is measured based on
the excess, if any, of the quoted market price or fair value of a company's
stock at the grant date (or a later date where the option has variable terms
that depend on events after the date of grant) over the amount an employee must
pay to acquire the stock. Compensation expense is recognized immediately for
past services and pro-rata for future services over the option-vesting period.
SFAS 123 allows but does not require that compensation cost resulting from the
granting of stock options be measured and reported currently in the income
statement and allocated over the remaining life of the option.
The Company has elected to follow APB 25 and provide the pro forma disclosures
required under SFAS 123 with respect to stock options granted to employees. The
Company will provide pro-forma information and expense information,
respectively, as required by SFAS No. 123 showing the results of applying the
fair value method using the Black-Scholes option pricing model.
The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.
10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- --------------------------------------------------------------------------------
Stock-based Compensation (continued)
The Company has also adopted the provisions of the FASB Interpretation No.44,
Accounting for Certain Transactions Involving Stock Compensation - An
Interpretation of APB Opinion No. 25 ("FIN 44"), which provides guidance as to
certain applications of APB 25. FIN 44 is generally effective July 1, 2000 with
the exception of certain events occurring after December 15, 1998.
To July 31, 2006 the Company has not granted any stock options and has not
recorded any stock-based compensation.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based
Payment ("SFAS 123(R)"), which requires the compensation cost related to
share-based payments, such as stock options and employee stock purchase plans,
be recognized in the financial statements based on the grant-date fair value of
the award. SFAS 123(R) is effective for all interim periods beginning after
December 15, 2005. Management is currently evaluating the impact of this
standard on the Company's financial condition and results of operations.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary
assets are to be measured based on fair value and eliminates the exception for
exchanges of non-monetary, similar productive assets, and adds an exemption for
non-monetary exchanges that do not have commercial substance. SFAS 153 will be
effective for fiscal periods beginning after June 15, 2005. Management does not
believe that the adoption of this standard will have a material impact on the
Company's financial condition or results of operations.
In addition, the FASB and Emerging Issues Task Force ("EITF") have issued a
variety of interpretations including the following interpretations with wide
applicability:
In November 2002, the EITF reached a consensus on Issue 00-21, "Revenue
Arrangements with Multiple Deliverables" ("EITF 00-21"). This consensus
addresses issues related to separating and allocating value to the individual
elements of a single customer arrangement involving obligations regarding
multiple products, services, or rights which may be fulfilled at different
points in time or over different periods of time. EITF 00-21 guidance is
applicable for arrangements entered into in fiscal periods beginning after June
15, 2003.
The adoption of these new pronouncements is not expected to have a material
effect on the Company's financial position or results of operations.
NOTE 3 - NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION DEVELOPMENT
- --------------------------------------------------------------------------------
The Company has acquired through its President, an option to purchase a 100%
undivided interest in two mining claims in the Lillooet Mining Division of
British Columbia, Canada. The claims are named TIM and PUN and comprise of 36
claims.
Under the claim agreement (amended September 8, 2005 and March 31, 2006), annual
payments of $25,000 commencing January 1, 2008 are required as long as an
interest is held in the claims, and minimum exploration expenditures of $15,000
and $40,000 are required on or before October 31, 2006 and 2007.
11
NOTE 4 - STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share.
As at July 31, 2006 the Company has not granted any stock options and has not
recorded any stock-based compensation.
On July 10, 2004 the Company issued 7,000,000 common shares at $0.001 per share
to the sole director and President of the Company for net cash proceeds of
$7,000 to the Company.
On September 23, 2004 the Company issued 1,760,000 common shares to several
investors at $0.0075 per share for net cash proceeds of $13,200 to the Company.
On October 15, 2004 the Company issued 280,000 shares to one investor at $0.0075
per share for net cash proceeds of $2,100 to the Company.
On May 1, 2006 and May 15, 2006 the Company issued 460,000 and 210,000 units at
$0.05 per share purchase unit for net proceeds to the Company of $23,000 and
$10,500. The 670,000 units are comprised of 670,000 common shares in capital of
the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------
The Company reimbursed the sole director and President, $635 (July, 2005 - $300)
for office expenses paid on behalf of the Company during the period ended July
31, 2006.
The Company entered into an option agreement to purchase mining claims (note 3),
the annual payments will be made to the sole director and President.
Boulder Creek Explorations, Inc. owes the sole director and President of the
Company $3,000. There are no definite repayment terms, no security or accruing
interest. Fair value cannot be determined.
NOTE 6 - INCOME TAXES
- --------------------------------------------------------------------------------
The Company has adopted the FASB No. 109 for reporting purposes. As of July 31,
2006, the Company had net operating loss carry forwards of approximately $54,705
that may be available to reduce future years' taxable income and will expire in
2024. Availability of loss usage is subject to change of ownership limitations
under Internal Revenue Code 382. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the future tax asset relating to these tax
loss carryforwards.
NOTE 7 - SUBSEQUENT EVENTS
- --------------------------------------------------------------------------------
At a special board meeting on August 11, 2006, Mr. David Hayes was appointed to
the board of directors. The previous sole director resigned immediately after
this appointment, at which time Mr Ryan Gibson was appointed to the Board. Mr.
Gibson was also appointed as President and CEO, and Mr. Hayes was appointed as
CFO.
At a subsequent board meeting on August 17 2006, Mr. Charles Rendina and Mr.
Roger Connors were also appointed to the board of directors.
12
In August 2006 subscriptions were received for 118,750 shares of common stock at
a purchase price of $0.80 per share for gross proceeds of $95,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
MANAGEMENT'S DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and related
notes appearing elsewhere in this Form 10-QSB. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. Our actual results may differ materially from those anticipated in
these forward-looking statements.
Overview
The Company, a Nevada corporation, formed on June 7, 2004, is a
development-stage mining company, with little history of operations.
The Company plans to explore for zinc, copper, silver, gold, uranium and coal
specifically in Canada. The Company cannot provide any assurance or guarantee
that any of these minerals will ever be found by the Company through its planned
exploration on the claims it currently controls or on other properties it may
acquire in the future.
The current claims controlled by the Company are both located within the
Lillooet Mining Division of the Ministry of Sustainable Resource Management in
British Columbia Canada. Both the Pun and Tim claims are four post claims, and
they both consist of 18 units (one unit represents 25 hectares). The claims are
identified as follows:
Tenure Number Claim Name Issue Date Tag Number
------------- ---------- ---------- ----------
409538 Pun April 8, 2004 233318
409539 Tim April 8, 2004 233317
In order for the Company to maintain control of the above Claims it must comply
with Option Agreement originally entered into on August 27, 2004 and
subsequently amended on March 31, 2006, with its previous sole officer and
director, Puneet Sharan whereby Mr. Sharan gives and grants to the Company the
sole and exclusive right and option to acquire an undivided 100% of the right,
title and interest of Mr. Sharan in and to the Claims for $1 subject to
consideration of the following:
(a) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a minimum of $15,000 on or before October 31,
2006;
(b) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a further $40,000 (for aggregate minimum
exploration expenses of $55,000) on or before October 31, 2007; and
(c) Upon exercise of the Option, BCEI agrees to pay Vendor, commencing
January 1, 2009, the sum of $25,000 per annum for so long as BCEI, or its
permitted assigns, holds any interest in the Claims.
To date, we have not performed any work on the claim nor have we spent any money
on research and development activities. We cannot provide any assurance
whatsoever that the claims will ever be productive. The claim is unencumbered
and there are no competitive conditions which affect it. Further, there is no
insurance covering the claim. There is no guarantee or assurance the Company
will be able to comply with the above Option Agreement requirements to maintain
control of the claims. If the Company does not comply it would be required to
renegotiate with Mr. Sharan for terms favoring the Company. As of the date of
this filing, no agreements or otherwise have been negotiated by the Company with
Mr. Sharan, as such the Company may be at risk of losing control of the above
claims.
13
Proceeds Raised through Sale of Shares
The Company has authorized 75,000,000 common shares with a par value of $0.001
per share. On July 10, 2004 the Company issued 7,000,000 common shares at $0.001
per share to the sole director and President of the Company for net cash
proceeds of $7,000 to the Company. On September 23, 2004 the Company issued
1,760,000 common shares to several investors at $0.0075 per share for net cash
proceeds of $13,200 to the Company. On October 15, 2004 the Company issued
280,000 shares to one investor at $0.0075 per share for net cash proceeds of
$2,100 to the Company. In March and April of 2006, the Company received
subscriptions for 460,000 units at $0.05 per share purchase unit from
twenty-eight individuals for net proceeds to the Company of $23,000. The shares
were issued on May 1 2006. On May 15, 2006 the Company issued 210,000 common
shares of the Company's stock to two investors at $0.05 per share, for net cash
proceeds to the Company of $10,500. On August 24 2006, a subscription was
received from one investor for 62,500 shares at $.80 per share for gross
proceeds of $50,000.
The Company's common stock is not listed on any exchange nor is it quoted on any
public exchange or market.
Cash Requirements and Need for Additional Funds
As of July 31, 2006, the current cash on hand was $5,002. These funds will be
directed towards maintaining the requirements of a reporting company under the
1934 Act, which will generally include accounting, legal and EDGAR filing fees.
Although management believes the Company has sufficient funs to maintain its
minimal operations and maintain its status as a reporting company for at least
the next four months, the Company will be required to raise funds of
approximately $100,000 within the next four months in order to satisfy the 2006
terms of the above described Option Agreement. If the Company is unable to raise
the necessary funds through an offering of its shares it would have to find
additional funds either through loans from a financial institution or by its
officers. Management cannot provide any assurance that a financial institution
would lend money to the Company based upon the fact it has no revenue generating
operations. Moreover, there is no agreement or otherwise in place for the
officers of the Company to lend funds to the Company at any time.
If the Company is unsuccessful in beginning operations and generating revenue or
in the alternative is unsuccessful in obtaining additional funding, it will most
likely be unable to continue as a going concern, which would result in the
complete loss of any investment made into the Company.
Product Research and Development
The Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.
There were none and there is no anticipated purchase or sale of plant or
significant equipment in the next twelve months.
The Company currently has no employees, but is being operated primarily by the
current President, Ryan Gibson and the current CFO, David Hayes, who are being
compensated as independent contractors. Depending on the ability of the Company
to raise sufficient funds, it may hire employees and/or consultants as
circumstances may require over the next twelve months.
ITEM 3. CONTROLS AND PROCEDURES.
As of the period covered by this report, Boulder Creek carried out an
evaluation, under the supervision and with the participation of its management,
including David Hayes, Boulder Creek's Chief Financial Officer, of the design
and operation of its disclosure controls and procedures. Based on this
evaluation, Boulder Creek's Chief Financial Officer concluded that Boulder
Creek's disclosure controls and procedures are effective for the gathering,
analyzing and disclosing of information that Boulder Creek is required to
disclose in the reports it files under the Securities Exchange Act of 1934,
within the time periods specified in the SEC's rules and forms. There have been
no significant changes in Boulder Creek's internal controls or in other factors
that could significantly affect the internal controls subsequent to the date of
this evaluation.
14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to
time, the Company may become subjected to litigation or proceedings in
connection with its business, as either a plaintiff or defendant. There are no
such pending legal proceedings to which the Company is a party that, in the
opinion of management, is likely to have a material adverse effect on the
Company's business, financial condition or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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) Form 8-K Filings
On August 17, 2006, Boulder Creek filed a Form 8-K disclosing the resignation of
Puneet Sharan as Chief Executive Officer, Chief Financial Officer and as a
director; the appointment of Ryan Gibson and Chief Executive Officer and a
director, and; the appointment of David Hayes as Chief Financial Officer and a
director.
On August 22, 2006, Boulder Creek filed a Form 8-K disclosing the appointment of
Charles Rendina and Roger Connors as directors of Boulder Creek.
On September 8, 2006, Boulder Creek filed a Form 8-K disclosing certain sales of
common stock of Boulder Creek to three investors pursuant to Rule 903(b)(3) of
Regulation S, promulgated pursuant to the Securities Act of 1933, as amended.
(b) Exhibits
Exhibit
Number Description
- ------ -----------
3.1.1 Articles of Incorporation of the Company (incorporated by reference
to the Company's Registration Statement on Form SB-2, filed on
December 17, 2004).
3.1.2 Certificate of Amendment to Articles of Incorporation of the Company
(incorporated by reference to the Company's Registration Statement
on Form SB-2, filed on December 17, 2004).
3.2.1 Bylaws of the Company (incorporated by reference to the Company's
Registration Statement on Form SB-2, filed on December 17, 2004).
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Boulder Creek Explorations, Inc.
(Name of Registrant)
Date: September 14, 2006 By: /s/ David Hayes
------------------------------------
David Hayes
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1.1 Articles of Incorporation of the Company (incorporated by reference
to the Company's Registration Statement on Form SB-2, filed on
December 17, 2004).
3.1.2 Certificate of Amendment to Articles of Incorporation of the Company
(incorporated by reference to the Company's Registration Statement
on Form SB-2, filed on December 17, 2004).
3.2.1 Bylaws of the Company (incorporated by reference to the Company's
Registration Statement on Form SB-2, filed on December 17, 2004).
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
16