This excerpt taken from the SMBL 10-K filed Apr 30, 2007.
The purpose of this amendment is to include the information required by Items 10 - 14 of Part III, which was omitted from our Form 10-K as originally filed on March 16, 2007.
This excerpt taken from the SMBL 10-K filed Aug 14, 2006.
This Annual Report on Form 10-K/A is being filed as Amendment Number 1 to our Annual Report on Form 10-K which was originally filed with the Securities and Exchange Commission (SEC) on March 31, 2006. We are filing this form 10-K/A to restate our consolidated financial statements for 2005 to reflect additional non-operating gains and losses related to the classification of and accounting for the warrants to purchase common stock associated with the units sold at the initial public offering of the Company. The Company had previously classified the value of these warrants to purchase common stock as equity. After further review, the Company has determined that these instruments should have been classified as derivative liabilities and therefore, the fair value of each instrument must be recorded as a derivative liability on the Companys balance sheet. Changes in the fair values of these instruments will result in adjustments to the amount of the recorded derivative liabilities and the corresponding gain or loss will be recorded in the Companys statement of operations. Except as otherwise stated, all financial information contained in this Annual Report on Form 10-K/A gives effect to these restatements. For information concerning the background of the restatements, the specific adjustments made, and managements discussion and analysis of our results of operations for 2005 giving effect to the restated information, see Restatement of 2005 Financial Statements at Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations and Notes 2 and 3 to our Financial Statements.
This Form 10-K/A amends and restates only certain information in the following sections as a result of the current restatements described above:
Part II Item 6. Selected Financial Data;
Part II Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations;
Part II Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Part II Item 8. Financial Statements and Supplementary Data; and
Part III Item 15. Exhibits and Financial Statement Schedules.
For the convenience of the reader, this Form 10-K/A sets forth the entire 2005 Form 10-K which was prepared and relates to the Company as of December 31, 2005. However, this Form 10-K/A only amends and restates the Items described above to reflect the effects of the restatement and no attempt has been made to modify or update other disclosures presented in our 2005 Form 10-K. Accordingly, except for the foregoing amended information, this Form 10-K/A continues to speak as of March 31, 2006 (the original filing date of the 2005 Form 10-K), and does not reflect events occurring after the filing of our 2005 Form 10-K and does not modify or update those disclosures affected by subsequent events. Forward looking statements made in the 2005 Form 10-K have not been revised to reflect events, results or developments that have become known to us after the date of the original filing (other than the current restatements described above), and such forward looking statements should be read in their historical context. Unless otherwise stated, the information in this Form 10-K/A not affected by such current restatements is unchanged and reflects the disclosures made at the time of the original filing.
This excerpt taken from the SMBL 8-K filed Aug 14, 2006.
In connection with the preparation of its Form 10-Q for the period ended June 30, 2006, Boulder Specialty Brands, Inc. (the Company) determined it was necessary to reclassify certain amounts in its financial statements related to warrants to purchase common stock associated with the units sold in the initial public offering of the Company. The Company determined, as a result of discussions the Company had with both its independent registered public accounting firm and the Staff of the Securities and Exchange Commission, that a restatement of the Companys previously reported financial information was required after further considering the application of Emerging Issues Task Force No. 00-19 (EITF 00-19), Accounting For Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock, to determine whether the warrants to purchase common stock associated with the units sold in the initial public offering of the Company were derivative liabilities.
The Company has determined it necessary to restate its Condensed Financial Statements on Form 10-Q for the period ended March 31, 2006, its Financial Statements on Form 10-K for the period ended December 31, 2005 and its Financial Statements filed with Form 8-K for the period ended December 21, 2005 to record the derivative liabilities and to reflect additional non-operating gains and losses related to the classification of and accounting for the warrants described above, and the Companys previously filed financial results should not be relied upon. The Company has determined that these warrants should have been classified as derivative liabilities and therefore, the fair value of each warrant must be recorded as a derivative liability on the Companys balance sheet. Changes in the fair values of these instruments will result in adjustments to the amount of the recorded derivative liabilities and the corresponding gain or loss will be recorded in the Companys statement of operations.
On December 21, 2005, the initial public offering (the Offering) of 12,760,840 units (the Units) of Boulder Specialty Brands, Inc. (the Company) was consummated. Each Unit consists of one share of common stock, par value $0.0001 per share and one warrant exercisable to purchase one share of Common Stock. The Units were sold at a price of $8.00 per Unit, generating gross proceeds to the Company of $102,086,720. Audited financial statements as of December 21, 2005 reflecting receipt of the Offering proceeds are attached hereto as Exhibit 99.1.