Smart Powerr Corp. — Interim / Quarterly Report 2001

Aug 1, 2001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-QSB - -------------------------------------------------------------------------------- (Mark one) XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES - --------- EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE - --------- ACT OF 1934 For the transition period from _ to _ - -------------------------------------------------------------------------------- Commission File Number: 0-12536 ------- Boulder Brewing Company (Exact name of small business issuer as specified in its charter) Colorado 84-0820212 - ---------------------------- ---------------------------- (State of incorporation) (IRS Employer ID Number) 211 West Wall Street, Midland, TX 70701-4556 -------------------------------------------- (Address of principal executive offices) (800) 351-4515 -------------- (Issuer's telephone number) - -------------------------------------------------------------------------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: July 30, 2001: 118,953,529 ------------------------------ Transitional Small Business Disclosure Format (check one): YES NO X --- --- Boulder Brewing Company Form 10-QSB for the Quarter ended June 30, 2001 Table of Contents Page ---- Part I - Financial Information Item 1 Financial Statements 3 Item 2 Management's Discussion and Analysis or Plan of Operation 9 Part II - Other Information Item 1 Legal Proceedings 10 Item 2 Changes in Securities 10 Item 3 Defaults Upon Senior Securities 10 Item 4 Submission of Matters to a Vote of Security Holders 10 Item 5 Other Information 10 Item 6 Exhibits and Reports on Form 8-K 10 Signatures 10 2 Item 1 - Part 1 - Financial Statements Boulder Brewing Company Balance Sheets June 30, 2001 and 2000 (Unaudited) 2001 2000 ----------- ----------- Assets ------ Assets Cash on hand and in bank $ 9,614 $ -- ----------- ----------- Total Assets $ 9,614 $ -- =========== =========== Liabilities and Shareholders' Equity Liabilities Accounts payable - trade $ -- $ 116,740 Advances from controlling shareholder 50,000 -- ----------- ----------- Total liabilities 50,000 116,740 ----------- ----------- Commitments and contingencies Shareholders' Equity Preferred stock - $0.001 par value 30,000,000 shares authorized None issued and outstanding Common stock - $0.001 par value 160,000,000 shares authorized 118,953,529 shares issued and outstanding, respectively 118,953 118,953 Additional paid-in capital 2,784,953 2,784,953 Accumulated deficit (2,944,292) (3,020,646) ----------- ----------- Total shareholders' equity (40,386) (116,740) ----------- ----------- Total Liabilities and Shareholders' Equity $ 9,614 $ -- =========== =========== The financial information presented herein has been prepared by management without audit by independent certified public accountants. The accompanying notes are an integral part of these financial statements. 3

The financial information presented herein has been prepared by management without audit by independent certified public accountants. The accompanying notes are an integral part of these financial statements. 4

The financial information presented herein has been prepared by management without audit by independent certified public accountants. The accompanying notes are an integral part of these financial statements. 5 Boulder Brewing Company Notes to Financial Statements Note A - Organization and Description of Business Boulder Brewing Company (Company) was incorporated under the laws of the State of Colorado in 1980. The Company was the successor to a general partnership formed in 1979. From the initial inception of the original partnership through 1990, the Company was in the business of operating a microbrewery (generally defined as a brewery which produces less than 15,000 barrels per year) in Boulder, Colorado. During 1990, as a result of various debt defaults, the Company's assets were foreclosed upon and the Company ceased all business operations. The Company has effectively had no operations, assets or liabilities since its fiscal year ended December 31, 1990. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity at this time. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern. During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-KSB for the year ended December 31, 2000. The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein. In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission's instructions for Form 10-QSB, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2001. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Note B - Summary of Significant Accounting Policies 1. Cash and cash equivalents ------------------------- For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. 6 Boulder Brewing Company Notes to Financial Statements - Continued Note B - Summary of Significant Accounting Policies - Continued 2. Income Taxes ------------ The Company uses the asset and liability method of accounting for income taxes. At June 30, 2001 and 2000, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. As of June 30, 2001 and 2000, the deferred tax asset related to the Company's net operating loss carryforward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. 3. Income (Loss) per share ----------------------- Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of June 30, 2001 and 2000, respectively, the Company has no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. Note C - Fair Value of Financial Instruments The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions. Note D - Advances from Controlling Shareholder On January 8, 2001, the Company's controlling shareholder loaned the Company $50,000 to support operations, settle outstanding trade accounts payable and provide working capital. The advance is repayable upon demand and is non-interest bearing. Note E - Forgiveness of debt In January 2001, the Company negotiated settlements to retire all outstanding trade accounts payable. The results of these negotiations resulted in a one-time non-cash gain on settlement of approximately $76,700. 7 Boulder Brewing Company Notes to Financial Statements - Continued Note F - Income Taxes The components of income tax (benefit) expense for the six months ended June 30, 2000 and 2000, respectively, are as follows: June 30, June 30, 2001 2000 -------- -------- Federal: Current $ -- $ -- Deferred -- -- -------- -------- -- -- -------- -------- State: Current -- -- Deferred -- -- -------- -------- -- -- -------- -------- Total $ -- $ -- ======== ======== As of June 30, 2001, as a result of a January 2001 change in control, the Company has a nominal net operating loss carryforward to offset future taxable income. Subject to current regulations, this carryforward will begin to expire in 2021. The amount and availability of the net operating loss carryforwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carryforwards. The Company's income tax expense for the six months ended June 30, 2001 and 2000, respectively, are as follows: June 30, June 30, 2001 2000 -------- -------- Statutory rate applied to income before income taxes $ 25,960 $ -- Increase (decrease) in income taxes resulting from: State income taxes -- -- Other, including reserve for deferred tax asset and application of net operating loss carryforward (25,960) -- -------- -------- Income tax expense $ -- $ -- ======== ======== Temporary differences, consisting primarily of statutory deferrals of expenses for organizational costs and statutory differences in the depreciable lives for property and equipment, between the financial statement carrying amounts and tax bases of assets and liabilities give rise to deferred tax assets and liabilities as of June 30, 2001 and 2000, respectively: June 30, June 30, 2001 2000 -------- -------- Deferred tax assets Net operating loss carryforwards $ -- $ -- Less valuation allowance -- -- -------- -------- Net Deferred Tax Asset $ -- $ -- ======== ======== 8 Part I - Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (1) Caution Regarding Forward-Looking Information This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. (2) Results of Operations, Liquidity and Capital Resources Quarters Ended June 30, 2001 and 2000 - ------------------------------------- The Company had no revenue for the quarters ended March 31, 2001 and 2000, respectively. General and administrative expenses for the six month periods ended June 30, 2001 and 2000 were approximately $ 500 and $-0-, respectively. The Company received interest income of approximately $130 during the first six months of 2001 as a result of invested working capital funds. Additionally, due to the negotiated settlement of delinquent trade accounts payable, the Company experienced a one-time, non-cash gain on settlement of approximately $76,740. Net income for the six month period was approximately $76,800. Earnings per share for the quarter ended June 30, 2001 was $0.00 on 118,953,529 shares issued and outstanding. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under The Securities Exchange Act of 1934 unless and until such time that the Company's operating subsidiary begins meaningful operations. At June 30, 2001 and 2000, respectively, the Company had working capital of $(40,000) and $ -0-. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern. The Company's need for capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires. 9 Part II - Other Information Item 1 - Legal Proceedings None Item 2 - Changes in Securities None Item 3 - Defaults on Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders The Company has held no regularly scheduled, called or special meetings of shareholders during the reporting period. However, the Company has circulated a proxy statement for a Special Meeting of Shareholders to be held on August 24, 2001. Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K Exhibits - None Reports on Form 8-K - None - -------------------------------------------------------------------------------- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Boulder Brewing Company July 30 , 2001 /s/ Glenn A. Little -------- ----------------------- Glenn A. Little President and Director 10