##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For The Quarterly Period Ended March 31, 2007

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 Number 000-51506



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Boulder
Specialty Brands, Inc.

(Exact name of registrant as specified in its charter)



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|                                                  |  |                                     
|------------------------------------------------- |  | ------------------------------------
|Delaware                                          |  | 20-2949397                          
|(State of or other jurisdiction of incorporation) |  | (I.R.S. Employer Identification No.)



|                                             |  |           
|-------------------------------------------- |  | ----------
|6106 Sunrise Ranch Drive, Longmont, Colorado |  | 80503     
|(Address of principal executive offices)     |  | (Zip code)

Registrants telephone number, including area code: (303) 682-1982



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Indicate by check mark whether the registrant
(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 ̈.

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

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

At April 20, 2007 the Registrant had outstanding 15,951,050 shares of Common Stock.



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##### Table of Contents

BOULDER SPECIALTY BRANDS, Inc.

INDEX



|                              |  |                                                                                                                                                                             |  |     
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                                                                             |  | Page
|Part I.
Financial Information |  |                                                                                                                                                                            
|                              |  |                                                                                                                                                                            
|Item 1.                       |  | Financial Statements                                                                                                                                                        |  | 1   
|                              |  |                                                                                                                                                                            
|                              |  | Condensed Consolidated Balance Sheets at March 31, 2007 (unaudited) and December 31, 2006                                                                                   |  | 1   
|                              |  |                                                                                                                                                                            
|                              |  | Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and March 31, 2006, and from May 31, 2005 (inception) to March 31, 2007 |  | 2   
|                              |  |                                                                                                                                                                            
|                              |  | Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and March 31, 2006, and from May 31, 2005 (inception) to March 31, 2007 |  | 3   
|                              |  |                                                                                                                                                                            
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                                                                              |  | 4   
|                              |  |                                                                                                                                                                            
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                       |  | 13  
|                              |  |                                                                                                                                                                            
|Item 3.                       |  | Quantitative and Qualitative Disclosure About Market Risk                                                                                                                   |  | 20  
|                              |  |                                                                                                                                                                            
|Item 4.                       |  | Controls and Procedures                                                                                                                                                     |  | 20  
|                              | 
|Part II.
Other Information    |  |                                                                                                                                                                            
|                              |  |                                                                                                                                                                            
|Item 1.                       |  | Legal Proceedings                                                                                                                                                           |  | 20  
|                              |  |                                                                                                                                                                            
|Item 1A.                      |  | Risk Factors                                                                                                                                                                |  | 20  
|                              |  |                                                                                                                                                                            
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                 |  | 20  
|                              |  |                                                                                                                                                                            
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                                                                             |  | 21  
|                              |  |                                                                                                                                                                            
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                                                                         |  | 21  
|                              |  |                                                                                                                                                                            
|Item 5.                       |  | Other Information                                                                                                                                                           |  | 21  
|                              |  |                                                                                                                                                                            
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                                                                            |  | 21  
|                              | 
|Signatures                    |  | 22                                                                                                                                                                         
|                              | 
|Exhibit Index                 |  |                                                                                                                                                                            



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##### Table of Contents

Part I. Financial Information

Item 1. Financial Statements

BOULDER SPECIALTY BRANDS, Inc.

(a development stage company)

Condensed Consolidated Balance Sheets



|                                                                                                                                                   |  |                |             |   |                  |   |             |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                   |  | March 31, 2007 |             |   | December 31,2006 |  
|                                                                                                                                                   |  | (Unaudited)    |             |   |                  |  
|Assets                                                                                                                                             |  |                |             |   |                  |   |             |  
|Current assets                                                                                                                                     |  |                |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                                                          |  | $              | 176,197     |   |                  | $ | 569,142     |  
|Investments held in trustrestricted                                                                                                               |  |                | 101,862,799 |   |                  |   | 101,073,611 |  
|Accrued interest receivable in trust                                                                                                               |  |                | 226,331     |   |                  |   | 141,260     |  
|Prepaid and other current assets                                                                                                                   |  |                | 262,233     |   |                  |   | 354,077     |  
|Deferred tax asset                                                                                                                                 |  |                | 688,395     |   |                  |   | 555,283     |  
|                                                                                                                                                   |  |                |             |   |                  |   |             |  
|Total current assets                                                                                                                               |  |                | 103,215,955 |   |                  |   | 102,693,373 |  
|Deferred costs                                                                                                                                     |  |                | 4,105,888   |   |                  |   | 3,589,990   |  
|Other assets                                                                                                                                       |  |                | 800         |   |                  |   | 800         |  
|                                                                                                                                                   |  |                |             |   |                  |   |             |  
|Total assets                                                                                                                                       |  | $              | 107,322,643 |   |                  | $ | 106,284,163 |  
|                                                                                                                                                   |  |                |             |   |                  |   |             |  
|Liabilities and Stockholders Equity                                                                                                               |  |                |             |   |                  |   |             |  
|Current liabilities                                                                                                                                |  |                |             |   |                  |   |             |  
|Accounts payable and accrued expenses                                                                                                              |  | $              | 5,073,113   |   |                  | $ | 4,798,884   |  
|Advances from stockholders                                                                                                                         |  |                | 255,880     |   |                  |   | 206,276     |  
|Note payable to shareholders                                                                                                                       |  |                | 301,689     |   |                  |   |            |  
|Deferred underwriting fees                                                                                                                         |  |                | 3,573,035   |   |                  |   | 3,573,035   |  
|Derivative liabilities                                                                                                                             |  |                | 40,069,037  |   |                  |   | 32,284,925  |  
|                                                                                                                                                   |  |                |             |   |                  |   |             |  
|Total current liabilities                                                                                                                          |  |                | 49,272,754  |   |                  |   | 40,863,120  |  
|                                                                                                                                                   |  |               
|Common stock, subject to possible conversion, 2,550,892 shares at conversion value                                                                 |  |                | 19,661,116  |   |                  |   | 19,661,116  |  
|Deferred interest income                                                                                                                           |  |                | 588,430     |   |                  |   | 432,623     |  
|                                                                                                                                                   |  |               
|Commitments and contingencies                                                                                                                      |  |                |             |   |                  |   |             |  
|                                                                                                                                                   |  |               
|Stockholders equity                                                                                                                               |  |                |             |   |                  |   |             |  
|Preferred stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding                                                         |  |                |            |   |                  |   |            |  
|Common stock, $.0001 par value, 75,000,000 shares authorized; 15,951,050 shares issued and outstanding (including 2,550,892 subject to
conversion) |  |                | 1,595       |   |                  |   | 1,595       |  
|Additional paid-in capital                                                                                                                         |  |                | 59,741,972  |   |                  |   | 59,741,972  |  
|Deficit accumulated during the development stage                                                                                                   |  |                | (21,943,224 | ) |                  |   | (14,416,263 | )
|                                                                                                                                                   |  |                |             |   |                  |   |             |  
|Total stockholders equity                                                                                                                         |  |                | 37,800,343  |   |                  |   | 45,327,304  |  
|                                                                                                                                                   |  |                |             |   |                  |   |             |  
|Total liabilities and stockholders equity                                                                                                         |  | $              | 107,322,643 |   |                  | $ | 106,284,163 |  
|                                                                                                                                                   |  |                |             |   |                  |   |             |  

See accompanying notes to the unaudited condensed consolidated financial statements



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##### Table of Contents

BOULDER SPECIALTY BRANDS, Inc.

(a development stage company)

Condensed Consolidated Statements of Operations (Unaudited)



|                                                      |  |                                 |            |   |                                 |   |            |                                          |  |   |             |  
|----------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | ---------- | ---------------------------------------- |  | - | ----------- | -
|                                                      |  | Three monthsendedMarch 31, 2007 |            |   | Three monthsendedMarch 31, 2006 |   |            | May 31, 2005(inception) toMarch 31, 2007 | 
|Formation and operating costs                         |  | $                               | 672,873    |   |                                 | $ | 223,630    |                                          |  | $ | 2,707,030   |  
|Expenses settled with founders stock                  |  |                                 |           |   |                                 |   |           |                                          |  |   | 2,359,856   |  
|                                                      |  |                                 |            |   |                                 |   |            |                                          |  |   |             |  
|Operating loss                                        |  |                                 | (672,873   | ) |                                 |   | (223,630   | )                                        |  |   | (5,066,886  | )
|Interest income                                       |  |                                 | 1,078,207  |   |                                 |   | 1,063,575  |                                          |  |   | 5,321,976   |  
|Loss on derivative liability                          |  |                                 | (7,784,112 | ) |                                 |   | (846,696   | )                                        |  |   | (21,241,991 | )
|                                                      |  |                                 |            |   |                                 |   |            |                                          |  |   |             |  
|Income (loss) before income taxes                     |  |                                 | (7,378,778 | ) |                                 |   | (6,751     | )                                        |  |   | (20,986,901 | )
|Income tax expense                                    |  |                                 | 148,183    |   |                                 |   | 284,336    |                                          |  |   | 956,323     |  
|                                                      |  |                                 |            |   |                                 |   |            |                                          |  |   |             |  
|Net income (loss)                                     |  | $                               | (7,526,961 | ) |                                 | $ | (291,087   | )                                        |  | $ | (21,943,224 | )
|                                                      |  |                                 |            |   |                                 |   |            |                                          |  |   |             |  
|Basic and diluted net income (loss) per share         |  | $                               | (0.52      | ) |                                 | $ | (0.02      | )                                        |  | $ | (1.99       | )
|                                                      |  |                                 |            |   |                                 |   |            |                                          |  |   |             |  
|Weighted average shares outstandingbasic and diluted |  |                                 | 14,355,945 |   |                                 |   | 14,355,945 |                                          |  |   | 11,039,555  |  
|                                                      |  |                                 |            |   |                                 |   |            |                                          |  |   |             |  

See accompanying notes to the unaudited condensed consolidated financial statements



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##### Table of Contents

BOULDER SPECIALTY BRANDS, Inc.

(a development stage company)

Condensed Consolidated Statements of Cash Flows (Unaudited)



|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|------------------------------------------------------------------------------- |  | --------------------------------- | ------------ | - | --------------------------------- | - | ---------- | ------------------------------------------ |  | - | -------------- | -
|                                                                                |  | Three months ended March 31,
2007 |              |   | Three months ended March 31, 2006 |   |            | May 31, 2005 (inception) to March 31,
2007 | 
|                                                                                |  |                                  
|                                                                                |  |                                  
|Cash flows from operating activities                                            |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Net income (loss)                                                               |  | $                                 | (7,526,961   | ) |                                   | $ | (291,087   | )                                          |  | $ | (21,943,224    | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Expenses settled with founders stock                                            |  |                                   |             |   |                                   |   |           |                                            |  |   | 2,359,856      |  
|Increase (decrease) in derivative liabilities                                   |  |                                   | 7,784,112    |   |                                   |   | 846,696    |                                            |  |   | 21,241,991     |  
|Deferred income taxes                                                           |  |                                   | (133,112     | ) |                                   |   | 284,336    |                                            |  |   | (688,395       | )
|Accrued interest receivable in trust                                            |  |                                   | (85,071      | ) |                                   |   | (1,054,924 | )                                          |  |   | (226,331       | )
|Deferred interest income                                                        |  |                                   | 155,807      |   |                                   |   |           |                                            |  |   | 588,430        |  
|Changes in operating assets and liabilities:                                    |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Prepaid assets and other current assets                                         |  |                                   | 91,844       |   |                                   |   | 93,100     |                                            |  |   | (262,233       | )
|Accounts payable and accrued expenses                                           |  |                                   | (130,340     | ) |                                   |   | (193,181   | )                                          |  |   | 1,504,917      |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Net cash provided by (used in) operating activities                             |  |                                   | 156,279      |   |                                   |   | (315,060   | )                                          |  |   | 2,575,011      |  
|                                                                                |  |                                   |             
|Cash flow from investing activities                                             |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Proceeds from maturity of Treasury Billsheld in Trust                          |  |                                   | 304,339,824  |   |                                   |   |           |                                            |  |   | 1,003,030,979  |  
|Purchase of Treasury Billsheld in trust                                        |  |                                   | (305,130,156 | ) |                                   |   |           |                                            |  |   | (1,104,892,898 | )
|(Increase) decrease in cash held in trust                                       |  |                                   | 1,145        |   |                                   |   |           |                                            |  |   | (878           | )
|Payments for other assets                                                       |  |                                   |             |   |                                   |   |           |                                            |  |   | (800           | )
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Net cash used in investing activities                                           |  |                                   | (789,187     | ) |                                   |   |           |                                            |  |   | (101,863,597   | )
|                                                                                |  |                                   |             
|Cash flow from financing activities                                             |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Proceeds from notes payable to stockholders                                     |  |                                   | 501,689      |   |                                   |   |           |                                            |  |   | 701,689        |  
|Payments on notes payable to stockholders                                       |  |                                   | (200,000     | ) |                                   |   |           |                                            |  |   | (400,000       | )
|Increase in advances from stockholders                                          |  |                                   | 49,604       |   |                                   |   | 18,321     |                                            |  |   | 255,880        |  
|Proceeds from sale of shares of common stock                                    |  |                                   |             |   |                                   |   |           |                                            |  |   | 25,000         |  
|Gross proceeds from public offering                                             |  |                                   |             |   |                                   |   |           |                                            |  |   | 102,086,720    |  
|Proceeds from sale of warrants                                                  |  |                                   |             |   |                                   |   |           |                                            |  |   | 1,700,000      |  
|Payments for acquisition costs                                                  |  |                                   | (111,330     | ) |                                   |   |           |                                            |  |   | (537,692       | )
|Payments for offering costs                                                     |  |                                   |             |   |                                   |   | (383,034   | )                                          |  |   | (4,366,815     | )
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Net cash provided by (used in) financing activities                             |  |                                   | 239,963      |   |                                   |   | (364,713   | )                                          |  |   | 99,464,782     |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Net increase (decrease) in cash                                                 |  |                                   | (392,945     | ) |                                   |   | (679,773   | )                                          |  |   | 176,197        |  
|CashBeginning of period                                                        |  |                                   | 569,142      |   |                                   |   | 1,548,609  |                                            |  |   |               |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|CashEnd of period                                                              |  | $                                 | 176,197      |   |                                   | $ | 868,836    |                                            |  | $ | 176,197        |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Supplemental schedule of non-cash financing activities                          |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|                                                                                |  |                                   |             
|Accrual of deferred acquisition costs                                           |  | $                                 | 404,568      |   |                                   | $ |           |                                            |  | $ | 3,568,196      |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Accrual of deferred offering costs                                              |  | $                                 |             |   |                                   | $ | 1,021      |                                            |  | $ |               |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Accrual of deferred underwriting fees                                           |  | $                                 |             |   |                                   | $ |           |                                            |  | $ | 3,573,035      |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Accrual of derivative liability associated with warrants                        |  | $                                 |             |   |                                   | $ |           |                                            |  | $ | 18,827,046     |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  
|Cash paid for income taxes                                                      |  | $                                 | 312,000      |   |                                   | $ |           |                                            |  | $ | 1,332,000      |  
|                                                                                |  |                                   |              |   |                                   |   |            |                                            |  |   |                |  

See accompanying notes to the unaudited condensed consolidated financial statements



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##### Table of Contents

BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1  Basis of Presentation



These unaudited condensed consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by
accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the audited financial statements that were included in the Companys Form 10-K for the year ended
December 31, 2006.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, except as
disclosed herein, considered necessary for a fair statement of our financial position, the results of our operations and cash flows have been included in these unaudited condensed consolidated financial statements.

Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the remainder of the fiscal
year ending December 31, 2007.

Note 2  Organization, Nature of Business Operations and Basis of Presentation

Boulder Specialty Brands, Inc. (the Company) was incorporated in Delaware on May 31, 2005 as a blank check company whose objective is to
acquire through a merger, stock exchange, asset acquisition or similar business combination with an operating business or businesses. All activity from May 31, 2005 (inception) through March 31, 2007 relates to the Companys
formation, initial public offering (the Offering) described below and in Note 4, and search for a business combination, described below. See Note 5 for a discussion of a proposed acquisition.

The registration statement for the Offering was declared effective on December 16, 2005. The Company consummated the Offering on December 21,
2005, and received net proceeds of approximately $96 million. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the
Offering are intended to be generally applied toward consummating a business combination with an operating company. As used herein, a Target Business shall mean one or more businesses that at the time of the Companys initial
business combination has a fair market value of at least 80% of the Companys net assets. A Business Combination shall mean the initial combination of the Company of such Target Business that meets the fair market value criterion
above.

Approximately 96% of the proceeds of the Offering were placed in a trust account invested until the earlier of (i) the
consummation of the Companys first Business Combination or (ii) the liquidation of the Company. The proceeds in the trust account include 3.5% of the gross proceeds representing deferred underwriting discounts and commissions that will be
released to the underwriters on completion of a Business Combination. The remaining proceeds outside of the trust account, together with interest income on the balance in the trust account, net of income taxes on such interest, of up to $750,000
that is releasable to the Company, may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In June 2006, the Company transferred $750,000 from the trust
account.

The Company will seek stockholder approval before it will effect any Business Combination, even if the Business Combination would
not ordinarily require stockholder approval under applicable state law. In connection with the stockholder vote required to approve any Business Combination, all of the Companys initial stockholders, including its officers and directors
(Initial Stockholders), have agreed to vote the shares of common stock owned by them immediately before the Offering in accordance with the majority of the shares of common stock voted by the Public Stockholders. Public
Stockholders are the holders of common stock sold as part of the Units in the Offering or in the aftermarket. The Company will proceed with a Business Combination only if a majority of the shares of common stock voted by the Public
Stockholders are voted in favor of the Business Combination and Public Stockholders owning less than 20% of the shares sold in the Public Offering exercise their conversion rights. If a majority of the shares of common stock voted by the Public
Stockholders are not voted in favor of a proposed initial Business Combination before June 16, 2007 (or before December 16, 2007 if a letter of intent, agreement in principle or definitive agreement has been executed by June 16, 2007
and the Business Combination has not yet been consummated by June 16, 2007), the Company may combine with another Target Business meeting the fair market value criterion described above.



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##### Table of Contents

BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 2  Organization, Nature of Business Operations and Basis of Presentation (continued)



Public Stockholders voting against a Business Combination will be entitled to convert their stock
into a pro rata share of the total amount on deposit in the trust account, before payment of underwriting discounts and commissions and including any interest earned on their portion of the trust account net of income taxes payable thereon, and net
of any interest income (less income taxes payable) of $750,000 on the balance of the trust account previously released to the Company, if a Business Combination is approved and completed. Public Stockholders who convert their stock into their share
of the trust account will continue to have the right to exercise any Warrants they may hold.

The Company will dissolve and promptly
distribute only to its Public Stockholders the amount in the trust account less any income taxes payable on interest income plus any remaining net assets if the Company does not effect a Business Combination by June 16, 2007 (or by
December 16, 2007 if a letter of intent, agreement in principle or definitive agreement has been executed by June 16, 2007 and the Business Combination has not yet been consummated by June 16, 2007). In the event of liquidation, the
per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in
the Units sold in the Offering discussed in Note 4).

The Company formed BSB Acquisition Co., Inc. (a wholly owned subsidiary), a Delaware
corporation, on July 28, 2006 for the sole purpose of the acquisition of GFA Holdings, Inc, as described in Note 5. There is no assurance that the Company will be successful consummating this business combination or in finding and consummating
another business combination. Therefore, there is a risk of substantial loss to the stockholders.

The Condensed Consolidated Financial
Statements included our accounts as well as the accounts of our wholly-owned subsidiary. All intercompany transactions were eliminated in consolidation.

Note 3  Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of March 31, 2007,
and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits.

Investments Held in Trust

At March 31, 2007, the investments held in trust consisted principally of short term
Treasury Bills. The Company has the ability and the intent to hold its investments until maturity. In accordance with Statement of Financial Accounting Standards (SFAS) No. 115, the Company carries its investments at cost. At March 31,
2007, the cost of the investments approximates the fair value of the investments.



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##### Table of Contents

BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 3  Summary of Significant Accounting Policies (continued)



Deferred Costs

Deferred costs consist principally of accounting fees, legal fees and other fees incurred through the balance sheet date that are related to the proposed acquisition, the proposed private placement, and the proposed
debt financing, each of which is discussed in Note 5. Deferred acquisition costs related to the proposed acquisition will be charged to expense if the acquisition is not consummated or included in the allocation of purchase price should the
transaction be consummated. Deferred offering costs related to the private placement will offset proceeds recorded as equity if the transaction is completed or charged to expense if the acquisition is not completed. Deferred loan costs associated
with the debt financing will be recorded as an asset and such costs will be amortized over the life of debt if the transaction is consummated and charged to expense if the transaction is not consummated.

Accounts Payable and Accrued Expenses

Accounts
payable and accrued expenses consist of the following:



|                                                  |  |                |           |                   |   |          
|------------------------------------------------- |  | -------------- | --------- | ----------------- | - | ---------
|                                                  |  | March 31, 2007 |           | December 31, 2006
|Deferred acquisition costs payable                |  | $              | 3,568,196 |                   | $ | 3,163,628
|Principal payments on financed insurance premiums |  |                | 239,373   |                   |   | 331,239  
|Income taxes payable                              |  |                | 312,718   |                   |   | 343,423  
|Delaware franchise tax payable                    |  |                |          |                   |   | 70,462   
|Rating agency fees payable                        |  |                |          |                   |   | 234,100  
|Other accounts payable and accrued expenses       |  |                | 952,826   |                   |   | 656,032  
|                                                  |  |                |           |                   |   |          
|                                                  |  | $              | 5,073,113 |                   | $ | 4,798,884
|                                                  |  |                |           |                   |   |          

Accounting for Warrants  Derivative Liability

On December 21, 2005, the Company consummated its Offering of 12,760,840 Units. Each Unit consists of one share of common stock and one redeemable
common stock purchase Warrant. Each Warrant entitles the holder to purchase from the Company one share of its common stock at an exercise price of $6.00. In addition, certain initial shareholders of the Company purchased 1,000,000 warrants for $1.70
per warrant with an exercise price of $6.00 per share.

Emerging Issues Task Force Issue No. 00-19, Accounting for Derivative
Financial Instruments Indexed to and Potentially Settled in, a Companys Own Stock (EITF 00-19), requires freestanding contracts that are settled in a companys own stock, including common stock warrants, to be designated
as an equity instrument, asset or a liability. Under the provisions of EITF 00-19, a contract designated as an asset or a liability must be carried at fair value on a companys balance sheet, with any changes in fair value recorded in the
companys results of operations. A contract designated as an equity instrument must be included within equity, and no fair value adjustments are required from period to period. In accordance with EITF 00-19, the 12,760,840 Warrants issued in
the Offering to purchase common stock are separately accounted for as liabilities and the 1,000,000 warrants issued to initial shareholders to purchase common stock are accounted for as equity.

Statement of Financial Accounting Standard No. 133 (SFAS No. 133), Accounting for Derivative Instruments and Hedging
Activities, as amended, requires all derivatives to be recorded on the balance sheet at fair value. Furthermore, paragraph 11 (a) of SFAS No. 133 precludes contracts issued or held by a reporting entity that are both (1) indexed
to its own stock and (2) classified as stockholders equity in its statement of financial position from being treated as derivative instruments. While the Warrants to purchase the additional 12,760,840 shares is indexed to the
Companys common stock, the fact that the shares underlying the Warrants require future registration in accordance with the warrant agreement requires the Company to classify these instruments as a liability in accordance with EITF 00-19
paragraph 14. This derivative liability will be adjusted to fair value, and any changes will be recorded as non-operating gains or losses.



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BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 3  Summary of Significant Accounting Policies (continued)



Accounting for Warrants  Derivative Liability (continued)

The Warrants sold as part of the Units in our Offering began separate trading from the Units in January 2006 and the price is quoted on the Over the
Counter Bulletin Board (OTCBB). Consequently, the fair value of these Warrants is estimated as the market price of a Warrant at each period end. To the extent that the market price increases or decreases, the Companys derivative
liabilities will also increase or decrease, with a corresponding effect on the Companys consolidated statement of operations. The fair value at March 31, 2007 was calculated to be $40,069,037, or approximately $3.14 per warrant. This
compares to a valuation of $32,284,925, or approximately $2.53 per warrant, when valued at December 31, 2006. The net change in the valuation from December 31, 2006 through March 31, 2007 of $7,784,112 was recorded as a non-operating
loss for the three months ended March 31, 2007. For the period from May 31, 2005 (inception) through March 31, 2007, the change in valuation resulted in a non-operating loss of $21,241,991 being recognized.

Prior to January 2006, the Company performed a valuation of the warrants to purchase 12,760,840 shares. The pricing model the Company used for
determining fair value of the warrants was the Black-Scholes Pricing Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model used market-sourced inputs such as interest rates, market
prices and volatilities. Selection of these inputs involves managements judgment and may impact net income. The Company used volatility rates based upon a peer group of ten publicly traded food products companies in the Dow Jones U.S. Small
Cap Index. The volatility factor used in Black-Scholes had a significant effect on the resulting valuation of the derivative liabilities on the Companys balance sheet. The volatility as calculated at December 31, 2005 approximated 17.65%.
The Company used a risk-free interest rate, which is the rate on U.S. Treasury instruments, for a security with a maturity that approximated the estimated remaining contractual life of the derivative.

Deferred Interest Income

Deferred interest income
consists of the 19.99% of net interest earned on investments held in trust, which is subject to the right of conversion. Net interest earned on investments held in trust is interest income earned on investments held in trust less allocable income
taxes, net of the interest income (less income taxes payable) of $750,000 on the balance of the trust account previously released to the Company.

Loss
per Share of Common Stock

Loss per share is computed by dividing net loss applicable to common stockholders by the weighted average
shares of common stock outstanding for the period. No effect has been given to 1,595,105 common shares that have been placed in escrow and will not be released from escrow until an initial Business Combination has been completed and the last sales
price of the Companys common stock thereafter equals or exceeds $11.50 per share for any 20 trading days within any 30 day trading period beginning after completion of an initial business combination. Such shares are considered contingently
issuable shares under Statement of Financial Accounting Standards (SFAS) No. 128 and are not considered outstanding for purposes of computing loss per share of common stock. In addition, no effect has been given to potential
issuances of common stock from warrants in the diluted computation as the effect would not be dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 expenses during the reporting period. Actual
results could differ from those estimates.



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BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 3  Summary of Significant Accounting Policies (continued)



Income Taxes

Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce
deferred tax assets to the amount expected to be realized. For the three month periods ended March 31, 2007 and 2006, the effective tax rate was higher than the statutory tax rate primarily due to the effect of the change in derivative
liabilities, such loss being nondeductible for income tax purposes.

In January 2007, the Company adopted FIN 48, Accounting for
Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be
recognized only if it is more likely than not that the position is sustainable based on its technical merits. The adoption of FIN 48 did not have a material effect on the companys results of operations or financial condition.

Recently Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
 Including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair
value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible items
include firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to provide the warranty goods or services. If the use of
fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred, e.g., debt issue costs. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even
if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning
retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007 and is required to be adopted by the Company in the first
quarter of fiscal year 2008. The Company is determining whether fair value accounting is appropriate for any of its eligible items and cannot estimate the impact, if any, which SFAS 159 will have on its results of operations and financial condition.

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, (SFAS No. 123R)
Share-Based Payment. SFAS No. 123R replaced SFAS No. 123 and superseded APB 25. SFAS No. 123R will require compensation cost related to equity-based payment transactions to be recognized in financial statements. SFAS
No. 123R requires measurement of the cost of equity-based payment transactions to employees at the estimated fair value of the award on the grant date and recognition of expense over the requisite service or vesting period. SFAS No. 123R
requires implementation using a modified version of prospective application, under which compensation expense for the unvested portion of previously granted awards and all new awards will be recognized on or after the date of adoption. SFAS
No. 123R also allows companies to adopt SFAS No. 123R by restating previously issued financial statements, basing the amounts on the expense previously calculated and reported in the pro forma footnote disclosures required under SFAS
No. 123. The provisions of SFAS No. 123R were adopted by the Company effective for the fiscal year beginning January 1, 2006. The impact on the Companys financial statements will correlate directly with the number of options, if
any, issued by the Company. The Company has no option plans authorized or existing at March 31, 2007.



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BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 3  Summary of Significant Accounting Policies (continued)



Recently Issued Accounting Pronouncements (continued)

In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration Payment Arrangements (FSP EITF 00-19-2). The FSP specifies the
contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be
recognized and measured separately in accordance with FASB SFAS No. 5, Accounting for Contingencies and related literature. FSP EITF 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement
should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration. The FSP applies immediately to registration payment arrangements and the
financial instruments subject to those arrangements that are entered into or modified subsequent to December 21, 2006. Whereas, for registration payment arrangements and the financial instruments subject to those arrangements entered into prior
to its issuance, the FSP applies to our financial statements for the fiscal year beginning in 2007. We adopted the provisions of FSP EITF 00-19-2 beginning in January 2007 with no impact on our Consolidated Financial Statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB
Statement No. 109(FIN 48), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires the Company to recognize in its financial statements, the impact of a tax position, if that position
is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of the Companys 2007 fiscal year, with the cumulative effect of the change in
accounting principle recorded as an adjustment to opening retained earnings. As discussed in Note 3 above, the Company adopted FIN 48 in January 2007 and it did not have a material effect on its results of operations or financial condition.

Note 4  Initial Public Offering

In the Offering, the Company sold to the public 12,760,840 units (Units) at a price of $8.00 per unit. Each Unit consists of one share of the Companys common stock, $0.0001 par value, and one Redeemable Common Stock
Purchase Warrant (Warrant). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing the later of the completion of a Business Combination with a Target Business
or December 16, 2006, and expiring December 16, 2009, unless earlier redeemed. A 30-day option to purchase up to an additional 1,914,126 units granted to the underwriters to cover any over-allotments expired unexercised on January 20,
2006. The Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $11.50 per share for any 20 trading days
within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given.

The Company
agreed to pay the Underwriters of the Offering fees equal to 7.0% of the gross proceeds; the Underwriters have agreed to defer 3.5% of their fees until consummation of a Business Combination. The Company will pay the deferred fees out of the
proceeds of the Offering held in trust.

Note 5  Proposed Acquisition

On September 25, 2006, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with GFA Holdings, Inc., a Delaware
company (GFA Holdings), the sole stockholder of GFA Brands, Inc. (GFA Brands) (GFA Holdings, together with GFA Brands, GFA), pursuant to which, upon shareholder approval, BSB Acquisition Co., a wholly-owned
Delaware subsidiary of Boulder, will merge with and into GFA Holdings, and GFA Holdings will become a wholly-owned subsidiary of Boulder.



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BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 5  Proposed Acquisition (continued)



In connection with the acquisition of GFA, Boulder also entered into a Securities Purchase Agreement
(Purchase Agreement) with certain investors for private placement equity financings of common stock (the Common Stock Private Placement) and convertible preferred stock (the Preferred Stock Private Placement,
together with the Common Stock Private Placement, the Private Placements), and a commitment letter (the Commitment Letter) with Bank of America, N.A. and Banc of America Securities LLC for a debt financing (the Debt
Financing), in order to raise the proceeds necessary to provide a portion of the funds necessary to acquire GFA. Each of the Private Placements and the Debt Financing will be consummated simultaneously with the closing of the merger with GFA.

The Merger Agreement provides that GFA stockholders will be paid an aggregate of $465 million in cash which includes the assumption of
post-closing bonus payments, net of tax benefits. The purchase price will be paid with: (i) up to $100 million of cash currently held in a trust account established in connection with Boulders initial public offering; (ii) the
net proceeds of the Private Placements of $246 million ($107.5 million of which will be raised in the Common Stock Private Placement and $138.5 million of which will be raised in the Preferred Stock Private Placement); and (iii) proceeds from
the Debt Financing of $180 million.

Also, as part of the Private Placements, on September 25, 2006, Boulder entered into a Purchase
Agreement with prospective investors that collectively provide for the issuance, simultaneously with the closing of the merger, of (i) approximately 14,410,188 shares of Boulder common stock, at a per share purchase price of $7.46, resulting in
aggregate gross proceeds to Boulder of approximately $107.5 million, and (ii) approximately 15,388,889 shares of Boulder Series A convertible preferred stock (the Preferred Stock) and warrants, at a purchase price of $9.00,
resulting in aggregate gross proceeds to Boulder of approximately $138.5 million, the net proceeds of which will be used to fund the merger consideration. The warrants are exercisable at $9.00 per share of common stock.

In addition, as part of financing the transaction, on September 25, 2006, Boulder entered into a Commitment Letter with Bank of America, N.A. and
Banc of America Securities LLC which obligates the lenders, subject to conditions in the Commitment Letter being satisfied, to lend Boulder $180 million, which includes a $20 million revolver.

Note 6  Liquidity

The Companys
current cash position is approximately $176,000. The Company currently has outstanding payables, accrued expenses and liabilities, other than derivative liabilities and deferred underwriting fees, of approximately $5.6 million. The
Companys short term liabilities, other than derivative liabilities and deferred underwriting fees, exceed our available cash position by approximately $5.4 million. In the event the business combination is not consummated within the
agreed upon time period, and unless additional financing is obtained, the Company will not have sufficient funds outside the trust fund to satisfy its obligations, including any amounts arising from the commitment disclosed in Note 8 below.

In the event the business combination is not consummated within the agreed upon time period, the Company does not believe it will have sufficient
available funds outside of the trust fund to operate through June 16, 2007. The Company has incurred approximately $4.1 million in expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring,
negotiating and financing of the business combination. The Company believes that it will likely be forced to liquidate if the business combination with GFA is not consummated and additional funds are not obtained.

On February 15, 2007, an initial stockholder agreed to lend the Company up to $500,000 to cover operating expenses, to be drawn as needed by the
Company. The loan will bear interest at a rate equal to the lowest applicable federal short term rate in effect pursuant to Section 1274(d) of the Internal Revenue



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BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 6  Liquidity (continued)



Code of 1986, as amended, as the same may be adjusted from time to time. The loan and accrued interest will be repaid within thirty days after consummation
of a business combination. At March 31, 2007, advances and accrued interest of approximately $300,000 were outstanding under this agreement.

Note 7  Notes Payable to Stockholders and Related Party Transactions

As stated in Note 6, on February 15,
2007, an initial stockholder agreed to lend the Company up to $500,000 to cover operating expenses, to be drawn as needed by the Company. The loan will bear interest at a rate equal to the lowest applicable federal short term rate in effect pursuant
to Section 1274(d) of the Internal Revenue Code of 1986, as amended, as the same may be adjusted from time to time. The loan and accrued interest will be repaid within thirty days after consummation of a business combination. At March 31,
2007, advances and accrued interest of approximately $302,000 were outstanding under this agreement. At May 8, 2007, approximately $477,000 in advances and accrued interest was outstanding.

At March 31, 2007, amounts owed to three Initial Stockholders for advances to the Company to cover expenditures were approximately $256,000. At
December 31, 2006, the corresponding amount owed to three initial stockholders was approximately $206,000.

The Company has agreed to
pay up to $10,000 a month in total for office space and general and administrative services to affiliates of two of the Initial Stockholders. Services commenced on the effective date of the Offering and will terminate upon the earlier of
(i) the consummation of a Business Combination, or (ii) the liquidation of the Company. Approximately $30,000 was incurred, but not paid, under this arrangement for the three months ended March 31, 2007 and 2006, respectively.

Certain stockholders, five of whom are directors and one senior advisor, purchased an aggregate of 1,000,000 warrants concurrently with
the closing of the Offering at a price of $1.70 per warrant directly from the Company. They have agreed that these warrants purchased by them will not be sold or transferred until completion of a Business Combination.

Note 8  Commitment and Contingency

As
part of the indemnity arrangement between one of the underwriters and the Company, the Company has agreed to pay certain legal fees and expenses, up to a total of $500,000, associated with any controversy that may arise in connection with one of the
underwriters enforcement of rights to collect underwriting related compensation. The Company has been advised by the underwriters that a distribution has been made and that while there is agreement on much of the compensation allocations,
there are open issues that need to be resolved by them and that discussions remain ongoing, although there can be no assurances that a final resolution on the open issues will be achieved and that the provisions of the indemnity will not be
triggered. If a claim were made against the Company under this indemnity agreement, it could reduce the amount of either proceeds not held in trust or proceeds held in trust. If an amount for this potential claim is paid out of the proceeds held in
trust, two of our Initial Stockholders may be personally liable for such amounts.



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BOULDER SPECIALTY BRANDS, INC.

(a development stage company)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 9  Common Stock



Common Stock Subject to Possible Conversion

As stated in Note 2, Public Stockholders voting against a Business Combination will be entitled to convert their stock into a pro rata share of the total
amount on deposit in the trust account, before payment of underwriting discounts and commissions and including any interest earned on their portion of the trust account net of income taxes payable thereon, and net of any interest income (less income
taxes payable) of up to $750,000 on the balance of the trust account previously released to the Company, if a Business Combination is approved and completed. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by
all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Fund computed without regard to the shares held by Initial
Stockholders. At March 31, 2007, $19,661,116, representing 2,550,892 common shares, has been classified as common stock subject to possible conversion.

Common Stock in Escrow

All of the shares of the Companys common stock outstanding prior to the date of its initial
public offering have been placed in escrow with an escrow agent. The shares of common stock are subject to release from escrow in two equal increments: 1) 1,595,105 shares on December 16, 2008; and, 2) 1,595,105 shares upon completion of an
initial Business Combination and the last sale price of the Companys common stock thereafter equals or exceeds $11.50 per share for any 20 trading days within any 30 trading day period beginning after completion of an initial Business
Combination.

Because the shares placed in escrow and subject to the completion of a Business Combination and the attainment of a sales
price equal to or greater than $11.50 as discussed above are to be released to the existing stockholders (all of whom are officers and/or directors or are a related party to an officer and director) upon meeting these performance and market
conditions, the Company may be required to recognize a charge based on the fair value of the shares at the time the shares are released from the escrow. The amount of such charge could be equal to the number of shares times the market value at such
date. Based on the target price of $11.50, such charge would be approximately $18,343,707.

Note 10  Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be
determined from time to time by the Board of Directors.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward Looking Statements

Certain information included in this Managements Discussion
and Analysis of Financial Condition and Results of Operations, contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements may be identified by the use of words, such as anticipate, estimates, should, expect, guidance, project,
intend, plan, believe and other words and terms of similar meaning, in connection with any discussion of our future business, results of operations, liquidity and operating or financial performance. Such
forward-looking statements involve significant material known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These risks should be considered in connection with any written or oral forward-looking statement that we or any person acting on our behalf may issue in this document or
otherwise, now or in the future. Further, certain information contained in this document is a reflection of our intention as of the date of this filing and is based upon, among other things, the existing regulatory environment, industry conditions,
market conditions and prices, the economy in general and our assumptions as of such date. We may change our intentions based upon any changes in such factors, in our assumptions or otherwise.

We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or
otherwise. We cannot assure you that any future results, performance or achievements will be achieved. For a discussion of these risks, uncertainties and other factors, see the Risk Factors and Cautionary Note Regarding
Forward-Looking Statements sections included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Overview

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes
thereto included elsewhere in this Form 10-Q.

Boulder Specialty Brands, Inc. was incorporated in Delaware on May 31, 2005, as a blank
check company formed to serve as a vehicle for the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination with a then currently unidentified operating business and/or brand in the consumer food
and beverage industry whose net assets are at least 80% of the net assets of Boulder.

A registration statement for our initial public
offering was declared effective on December 16, 2005 and we consummated our initial public offering of 12,760,840 units on that date, each consisting of one share of common stock and one redeemable common stock purchase warrant.

Prior to entering into a merger agreement with GFA Holdings, Inc., see Proposed Merger with GFAbelow, we were engaged in
identifying a suitable business combination candidate. We met with target companies, service professionals and other intermediaries to discuss our business, the background of our management and our initial business combination preferences. In the
course of these discussions, we spent time explaining the capital structure of our initial public offering, the initial business combination approval process, and the timeline under which we were operating before the proceeds of the offering must be
returned to investors. Currently we are engaged in completing the proposed merger with GFA.

Proposed Merger with GFA

On September 25, 2006, we entered into a merger agreement pursuant to which our wholly-owned subsidiary, BSB Acquisition Co., Inc., will merge with
and into GFA Holdings, Inc. (GFA), and GFA will be the surviving corporation and will become our wholly-owned subsidiary. BSB Acquisition Co., Inc. will cease to exist. In connection with the GFA merger, we filed, on April 27, 2007,
a definitive proxy statement with the Securities and Exchange Commission. We expect that the GFA merger will be consummated in May or June of 2007, provided that we receive the required approval by our stockholders at our special meeting of
stockholders and the other conditions to closing are satisfied.



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GFA Company Overview

GFA Holdings, through GFA Brands, its wholly-owned subsidiary (which we refer to collectively with
GFA Holdings as GFA), is a fast growing marketer of functional food products in the U.S. (under the trade names Smart Balance®and Earth Balance®). Functional food is
defined as a food or a food ingredient that has been shown to affect specific functions or systems in the body and may play an important role in disease prevention. GFAs signature margarine products utilize a proprietary licensed, patented
technology that is free of trans fats and enhances good-to-bad cholesterol ratios. Recently, GFA has expanded its product offering beyond margarine by utilizing its heart healthy positioning and brand leverage in other product categories including
peanut butter, popcorn, mayonnaise and cooking oils. GFA sells its products in mass merchandise, grocery, natural foods and convenience stores. In the natural food channel, GFA sells similar organic products under the trade name Earth
Balance®. GFA continues to pursue new growth opportunities and has several products
targeted for introduction in the near future. Additional products are being considered for future launches, particularly in the refrigerated foods/dairy segment.

GFAs primary growth strategy is to continue to drive consumer and trade awareness of its
brands, increase distribution of its existing products, and continue to launch additional line extensions and new products. GFA has consistently made substantial investments in advertising and has found the Smart Balance®brand to be responsive to advertising. GFA actively advertises via network and cable TV, radio, free
standing inserts, and in-store promotions. GFA has also benefited from favorable trends in the food industry regarding the required labeling of trans fats levels in food products and increased consumer awareness of the negative health implications
of trans fats in foods.

The retail branded food industry is highly competitive, and numerous multinational, regional and local firms
currently compete, or are capable of competing, with GFA. GFA is subject to competitive conditions in all aspects of its business. GFA competes primarily on the basis of product quality, brand recognition, brand loyalty, service, marketing,
advertising, patent protections and price. Substantial advertising and promotional expenditures are required to maintain or improve a brands market position or to introduce a new product. GFAs largest principal competitors are Unilever,
Kraft and ConAgra Foods, each of whom have substantially greater market presence, longer operating histories, better distribution, more significant customer bases and greater financial, marketing, capital and other resources than GFA.

GFA does not own or operate any manufacturing facilities and sources its products through third-party manufacturers. Outsourcing is designed to allow GFA
to enhance production flexibility and capacity, leverage working capital, transfer risk, and focus its energy and resources on marketing and sales, while substantially reducing capital expenditures and avoiding the costs of managing a production
work force. Most of GFAs products have multiple third-party manufacturers. However, some of GFAs newer products are supplied by a sole source.

Except in unusual circumstances, GFA provides no raw materials to co-packers. However, it works with its manufacturers to source high quality ingredients at attractive pricing. The prices paid for raw materials used
in the products of GFA generally reflect factors such as weather, commodity market fluctuations, currency fluctuations, tariffs, and the effects of governmental agricultural programs. Although the prices of raw materials can be expected to fluctuate
as a result of these factors, GFA believes such raw materials to be in adequate supply and generally available from numerous sources.

GFA
uses third party distributors and a network of public warehouses to deliver product from its manufacturers to its customers. It relies primarily on one third party distributor to deliver all of its margarine and other refrigerated products. All
freight costs associated with shipping finished products are borne by GFA.

GFAs signature margarine and popcorn products, which
currently account for a majority of GFAs sales, utilize a proprietary licensed, patented technology that is free of trans fats and enhances good-to-bad cholesterol ratios. In 1996, Brandeis University licensed to GFA certain technology
relating to the use of a balanced proportion of saturated and polyunsaturated fatty acids from one or more vegetable oil sources for incorporation in food products to increase HDL and HDL/LDL cholesterol ratio. GFAs agreement with Brandeis
provides GFA with an exclusive license to a number of patents until April 7, 2015, at which time the patents will expire. In addition, GFA has proprietary trade secrets, technology, know-how processes, and other intellectual property rights
that are not registered.



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GFA is subject to extensive regulation by agencies of the U.S. government and state regulatory
authorities. The manufacturing, packaging, labeling, advertising, distribution and sale of GFAs products are subject to regulation by various government agencies, principally the FDA. GFAs advertising is subject to regulation by the FTC,
pursuant to the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices including the dissemination of false or misleading advertising. GFAs activities are also regulated by various agencies of the states,
localities, and foreign countries in which GFAs products are sold.

Merger Consideration

At the closing of the GFA merger, and subject to certain adjustments, the stockholders of GFA will be paid an aggregate of $465 million in cash (which
includes the assumption of post-closing bonus payments net of tax benefits) as merger consideration. The amount to be paid at closing is subject to certain adjustments and holdbacks, including the payment of certain bonuses to some of the employees
and consultants of GFA and the amount of any third-party fees and expenses incurred by GFA in connection with the merger and the transactions contemplated thereby, including, without limitation, legal, accounting, financial advisory, consulting and
other fees and expenses of third parties, that have not been paid prior to the closing of the merger.

The cash consideration payable
pursuant to the merger agreement will be funded with cash currently being held in the trust account established in connection with our initial public offering and the proceeds of a private placement and secured debt financing, which are described
below.

Private Placement. On September 25, 2006, we entered into a securities purchase agreement with prospective investors
that provides for the investors, simultaneously with the closing of the GFA merger, to purchase (1) 14,410,188 shares of our common stock at a price of $7.46 per share and (2) 15,388,889 shares of Series A convertible preferred stock and
related warrants at a combined price of $9.00 per share/warrant, resulting in aggregate gross proceeds to us of approximately $246 million and net proceeds of approximately $234 million after the payment of placement fees to Citigroup Global
Markets, Inc. and Banc of America Securities, LLC. The net proceeds will be used to fund a portion of the GFA merger consideration. In the event the merger proposal is not approved or the merger is not completed, the contemplated private placement
will not be completed.

The conditions that must be satisfied before we and the investors become obligated to close the private placement
include, among other things:



| |  |  | trading in our common stock must not have been suspended;
| | - |  | ---------------------------------------------------------



| |  |  | our stockholders must have approved the issuance of our securities in the private placement and the related amendment and restatement of our certificate of
incorporation; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the stockholders of both Boulder and GFA have approved the GFA merger and the merger has been completed in accordance with its terms.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

The obligation of each investor to buy securities in the private placement is subject to the fulfillment, or waiver by such investor, of additional
closing conditions, including:



| |  |  | there must have been no material adverse change with respect to either GFA or Boulder;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | investors must have, in the aggregate, purchased our securities at closing for a total investment amount equal to the greater of (i) $240 million, or
(ii) the amount, together with the $160 million of net proceeds of the debt financing (plus up to $10 million from the revolver in certain circumstances) and other available cash, that is sufficient to complete the GFA merger, including fees
and expenses; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we have closed a debt financing in the aggregate amount of $180 million ($160 million of which must be funded for the purpose of completing the GFA merger).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



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Debt Financing. On September 25, 2006, we entered into a commitment letter with Banc of
America Securities LLC and Bank of America, N.A. for $180 million in debt financing, which is contingent upon the completion of the GFA merger. The commitment letter sets forth the terms and conditions of a proposed first lien facility consisting of
a $120 million term loan and a $20 million revolver as well as a proposed second lien facility consisting of a $40 million term loan. The first lien facility will be secured by a first lien on all of our assets and the second lien facility will be
secured by a second lien on all of our assets.

Conditions to the Completion of the GFA Merger

The stockholders of GFA have already approved the merger. The obligation of GFA to consummate the merger is subject to, among other things, the condition
that our representations and warranties must be true and correct in all respects except where any failure to be true and correct has not had, individually or in the aggregate, a material adverse effect on our ability to complete the merger.

Our obligation to consummate the merger is subject to, among other things, the satisfaction of the following conditions:



| |  |  | GFAs representations and warranties must be true and correct in all respects except where any failure to be true and correct has not had, individually or in
the aggregate, a material adverse effect on GFA;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Boulder stockholders must have approved the merger;
| | - |  | ---------------------------------------------------



| |  |  | Holders of less than 20% of the shares of Boulder common stock issued in our initial public offering have voted against the merger and exercised their rights to
convert their shares;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Boulder must have obtained $180 million of debt financing (including a $20 million revolving credit facility) pursuant to the terms of a commitment letter with Bank
of America, N.A. and Banc of America Securities LLC;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Boulder must have sold common stock and Series A convertible preferred stock in the private placement sufficient to raise at least $246 million; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Boulder stockholders must have approved the amendments to our certificate of incorporation to authorize additional shares of stock.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

Termination of the GFA Merger Agreement

The merger
agreement may be terminated for a number of reasons prior to closing, including upon the following circumstances:



| |  |  | Upon the mutual consent of Boulder and the GFA shareholders representative;
| | - |  | ----------------------------------------------------------------------------



| |  |  | By Boulder if there are material and adverse changes, discrepancies or differences in certain financial statements to be delivered by GFA;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | By Boulder or the GFA shareholders representative appointed by the merger agreement if the merger has not been completed by May 31, 2007, subject to
certain extensions;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | By GFA if Bank of America, N.A. and Banc of America Securities LLC indicate that they are unwilling to fund the debt financing in accordance with the terms of the
commitment letter or any of the investors in the private placement indicates that it is unwilling to fund or otherwise breaches its commitment to fund, but only if we are unable to obtain substitute financing within 15 days; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | By GFA if, starting five days after the special meeting proxy statement is filed with the Securities and Exchange Commission, the average combined closing price of
the Boulder common stock and warrants is below $7.80 over any 10 consecutive trading days.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Required Stockholder Vote to Approve the
GFA Merger

Approval of the GFA merger requires: (1) that a majority of the shares of our common stock issued in our initial public
offering that vote on the merger proposal at the special meeting vote in favor of it; and (2) that holders of 20% or more of the shares issued in our initial public offering do not vote against the merger and demand to convert their shares into
cash. The GFA merger is also conditioned upon the stockholder approval of the private placement and the amendment and restatement of our certificate of incorporation.

Right to Convert Shares to Cash

Each stockholder that holds shares of common stock issued in our
initial public offering has the right to vote against the GFA merger and, at the same time as such vote, demand that Boulder convert such stockholders shares into cash equal to a pro rata portion of the trust account in which a substantial
portion of the net proceeds of our initial public offering is deposited. Shares will be converted into cash only if the merger is completed and the stockholder requesting conversion holds such shares until the date the merger is consummated.
However, if the holders of 2,552,168 or more shares of common stock issued in our initial public offering, an amount equal to 20% or more of the total number of shares issued in our initial public offering, vote against the merger and demand
conversion of their shares into a pro rata portion of the trust account, then we will not be able to consummate the GFA merger.

Additional Information
About the GFA Merger

For a more complete discussion of GFA and the GFA merger, the private placement, and the debt financing, see our
current reports on Form 8-K filed with the SEC on September 25, 2006, February 16, 2007 and April 27, 2007, and our definitive proxy statement for our Special Meeting of Stockholders filed with the SEC on April 27, 2007.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our initial public offering, and
thereafter, activities related to pursuing acquisitions of target businesses. We will not generate any operating revenues until after completion of our initial business combination. We have generated non-operating income in the form of interest
income on cash and cash equivalents and short term investments.

Net loss of $7.5 million for the three months ended March 31, 2007
consists of interest income, primarily on the trust account investment, of $1.1 million, reduced by a loss on derivative liabilities of $7.8 million, $30,000 for a monthly administrative services agreement, $330,000 for marketing expense, $65,000
for professional fees, $106,000 for consulting expenses, $89,000 for insurance, primarily officer liability insurance, $40,000 for travel expenses and income tax expense of $148,000.

Net loss of $291,087 for the three months ended March 31, 2006 consists of interest income primarily on the Trust Fund investment of $1,053,874
along with $9,701 of other interest income reduced by $30,000 for a monthly administrative services agreement, $17,032 for professional fees, $ 43,801 for consulting expenses, $88,772 for officer liability insurance, $32,650 for travel expenses,
$11,375 for other expenses and income tax expense of $284,336. In addition, the loss on derivative liability was $846,696.

Net loss of
$21.9 million for the period from May 31, 2005 (inception) to March 31, 2007 consists of $2.4 million for stock related compensation expense, $155,000 for a monthly administrative services agreement, $441,000 for professional fees,
$466,000 for consulting fees, $466,000 for insurance, primarily officer liability insurance, $457,000 for marketing expense, $234,000 for debt rating agency fees, $194,000 for travel expenses, and approximately $233,000 for other expenses, offset by
interest income, primarily on the trust account investment, of $5.3 million further reduced by a non-operating loss on derivative liabilities of $21.2 million. Income tax expense for the period was $956,000.



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Liquidity and Capital Resources

The net proceeds from the sale of our units in our initial public offering were $99.5 million. Of this amount, approximately $98.4 million (including deferred underwriting discounts and commissions of approximately
$3.6 million) was deposited in trust and, in accordance with our amended and restated certificate of incorporation, will be released either upon the consummation of the GFA merger or upon our liquidation. The remaining $1.1 million was held
outside of the trust and is available to be used to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, under the terms of our initial public offering,
up to $750,000 of interest income from the trust account, net of income tax, was available to us for use for general expenses. In June 2006, we transferred $750,000 out of the trust account. As of March 31, 2007, approximately $101.9 was held
in deposit in the trust account.

As of March 31, 2007, we have expended the $1.1 million held outside of the trust and the $750,000
of interest income, net of income tax, that was transferred to us in June 2006.

As of March 31, 2007, we had $176,000 in cash
held outside the trust account and $5.6 million in estimated current liabilities, other than derivative liabilities and deferred underwriting fees, including accrued legal fees, due diligence expenses and related transaction expenses and taxes. In
addition, we expect to incur significant additional fees and expenses as part of the proposed merger with GFA, including $5,625,000 to Citigroup Global Markets, Inc. for advisory services upon completion of the GFA merger. We have agreed to pay
Hughes Consulting, Inc. and Jeltex Holdings, LLC, affiliates of Messrs. Stephen B. Hughes and James E. Lewis, both of whom are initial shareholders and members of the board of directors, an aggregate of $10,000 per month for up to 24 months for
administrative services. We have incurred, but not paid, $155,000 since our inception for these services. In addition, certain of our advisors other than accountants have agreed to alter their fees or defer a substantial portion thereof until the
consummation of a transaction and to forego such fees in the event the merger is not consummated.

Stephen B. Hughes, our chief executive
officer and chairman, has agreed to provide us with a working capital loan of up to $500,000 in order to provide additional working capital necessary to complete the business combination with GFA Holdings, Inc. or, in the alternative, to identify
and evaluate an alternate business combination. Pursuant to the terms of a promissory note dated February 15, 2007, we have promised to repay the amount advanced to it under the note, together with interest thereon at a rate equal to the lowest
applicable Federal short term rate in effect during that time (as adjusted from time to time), within 30 days following the earlier of (1) the completion of the business combination with GFA Holdings, Inc or (2) the completion of an
alternate business transaction. We waived its right to assert any defense (other than payment), set-off, counterclaim or cross-claim in any action that is brought to enforce the promissory note. At March 31, 2007, advances and accrued interest
of approximately $302,000 were outstanding under this agreement. However, as of May 8, 2007, approximately $477,000 was outstanding on the note.

Certain of our advisors other than accountants and the fairness opinion consultant have agreed to alter their fees or defer a substantial portion thereof until we have completed our business combination or the
business combination is terminated or abandoned and to forego such fees in the event the merger is not consummated. Accordingly, we believe we have adequate funds to complete the proposed merger with GFA. Given that the total currently estimated use
of proceeds exceeds the net proceeds held out of trust, we will not be able to search for, negotiate or complete a business combination other than the proposed combination with GFA without obtaining additional funding. Additionally, our ability to
manage cash through the completion, if approved, of the GFA merger, will dictate whether we are required to raise additional funds in order to meet the expenditures required for operating our business after the merger. We could try to raise any
required funds via a private offering of debt or equity securities, however there is no guarantee that we would be successful in completing such fundraising on terms acceptable to us.



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Private Placement

On September 25, 2006, we entered into a securities purchase agreement with prospective investors that provides for the investors, simultaneously with the closing of the GFA merger, to purchase
(1) 14,410,188 shares of our common stock at a price of $7.46 per share and (2) 15,388,889 shares of Series A convertible preferred stock and related warrants at a combined price of $9.00 per share/warrant, resulting in
aggregate gross proceeds to us of approximately $246 million and net proceeds of approximately $234 million after the payment of placement fees to Citigroup Global Markets, Inc. and Banc of America Securities, LLC. The net proceeds will be
used to fund a portion of the GFA merger consideration. In the event the merger proposal is not approved or the merger is not completed, the contemplated private placement will not be completed.

Commitment for Secured Debt Financing

On
September 25, 2006, we entered into a commitment letter with Banc of America Securities LLC and Bank of America, N.A. for $180 million in debt financing. The commitment letter sets forth the terms and conditions of a proposed first lien
facility consisting of a $120 million term loan and a $20 million revolver as well as a proposed second lien facility consisting of a $40 million term loan. The first lien facility will be secured by a first lien on all of our assets
and the second lien facility will be secured by a second lien on all of our assets.

The term loan of the first lien facility will mature
on the seventh anniversary of the closing date of the loan and the revolving loan under the first lien facility will mature on the sixth anniversary of the loan closing date. The term loan of the second lien facility will mature seven years and six
months after the closing date of the loan.

At our option, the interest rate on the first lien facility revolver will be LIBOR plus an
applicable margin which we expect to be 3.25% per annum or the higher of (i) the Bank of America prime rate or (ii) the federal funds rate plus 0.50%, in either case plus an applicable margin which we expect to be 2.25% per
annum. Such rate will be in effect for the first six months following closing. Thereafter, the interest rate on the revolver will be determined in accordance with a pricing grid to be agreed upon based on our leverage ratio. The interest rate on the
first lien facility term loan will be at our option: (i) LIBOR plus an applicable margin which we expect to be 3.25% per annum or (ii) the Bank of America prime rate, in either case plus an applicable margin which we expect to be
1.50%. At our option, the interest rate on the second lien facility will be LIBOR plus an applicable margin which we expect to be 5.00% per annum or the higher of (i) the Bank of America prime rate or (ii) the federal funds rate plus
0.50%, in either case plus an applicable margin which we expect to be 5.00% per annum.

There are to be no prepayment penalties for
optional prepayments of the first lien facility and the following penalties for optional prepayments on the second lien facility: 2.00% premium if prepaid the first year; 1.00% premium if prepaid the second year; and no prepayment penalty
thereafter. Mandatory prepayments under both facilities include 50% of excess cash flow (to be defined in the loan documentation) and 50% of all net cash proceeds from the issuance of additional equity interests by us. In addition, the term loan of
the first lien facility will be subject to quarterly amortization of principal with 1.00% of the initial aggregate advances under such loan to be payable in each of the first six years and the remainder of the initial aggregate advance to be payable
in a balloon payment at maturity.

The other terms and conditions of the commitment letter are consistent with credit facilities of this
nature and contain customary representations and warranties, affirmative and negative covenants including financial covenants, conditions precedent, events of default, indemnification provisions and other miscellaneous provisions.

Liquidity for Conversions

In the event any of our
stockholders vote against the merger and exercise their right to convert their stock into cash pursuant to the provisions of our certificate of incorporation, TSG4 L.P., a stockholder of GFA, will be obligated, at Boulders option, to
accept up to $10 million of the common stock of Boulder at $7.46 per share in lieu of cash otherwise payable to TSG4 L.P. at the closing of the merger.



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Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

As of March 31, 2007, Boulder did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did
not have any commitments or contractual obligations other than our payments to affiliates of Messrs. Hughes and Lewis as described above for the office and administrative services provided in Colorado.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in, and if a suitable business target is not
identified by us prior to the prescribed liquidation of the trust account we may not engage in, any substantive commercial business. Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices are not
significant. The net proceeds of our initial public offering held in the trust account and not immediately required have been invested only in United States government securities, defined as any Treasury bill issued by the United States
having a maturity of one hundred and eighty days or less. Given our limited risk due to our exposure to short-term U.S. Treasury Bills, we do not view the interest rate risk to be significant. We have issued warrants that are accounted for as
derivative liabilities. One of the factors determining the fair value of the liability is the risk-free interest rate. We do not enter into derivatives or other financial instruments for trading or speculative purposes.



|Item 4. | Controls and Procedures
|------- | -----------------------

Conclusion regarding
the effectiveness of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2007. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely
decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2007, our Chief Executive Officer and Principal Financial and Accounting
Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in internal control over financial reporting.During the fiscal quarter ended March 31, 2007, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

Part II. Other Information



|Item 1. | Legal Proceedings.
|------- | ------------------

There are no material legal proceedings pending
against us.



|Item 1A. | Risk Factors.
|-------- | -------------

An investment in our securities
involves a high degree of risk. Other than as set forth below, there have been no material changes to the risk factors previously reported under Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

There
were no unregistered sales of any of our equity securities during the quarter ended March 31, 2007.



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|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

Not applicable.



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

Not
applicable.



|Item 5. | Other Information.
|------- | ------------------

Not applicable.



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

See Exhibit index on page 23 of
this quarterly report on Form 10-Q.



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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, Registrants principal financial officer, thereunto duly authorized.



|             |  |  |  |                                                                                                               |  | 
|------------ |  |  |  | ------------------------------------------------------------------------------------------------------------- |  | 
|May 10, 2007 |  |  |  | Boulder Specialty Brands, Inc. (Registrant)                                                                   |  | 
|             |  |  | 
|             |  |  |  | /s/ James E. Lewis                                                                                            |  | 
|             |  |  |  | James E. Lewis Vice Chairman (Authorized officer of Registrant and principalfinancial and accounting officer) |  | 



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(a) Exhibits:



|            |  |                                                                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                
|10.1        |  | Letter Agreement dated as of February 15, 2007 between Boulder Specialty Brands, Inc., TSG4, L.P. (as shareholders representative), GFA Holdings, Inc., and BSB Acquisition Co., Inc. to
amend the Merger Agreement.*
|            | 
|10.2        |  | Letter Agreement dated as of February 15, 2007 between Boulder Specialty Brands, Inc. and certain investors to amend the Purchase Agreement.*                                                                         
|            | 
|10.3        |  | Promissory Note dated February 15, 2007 executed by Boulder Specialty Brands, Inc. in favor of Stephen B. Hughes.*                                                                                                    
|            | 
|31.1        |  | Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                             
|            | 
|31.2        |  | Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                             
|            | 
|32.1        |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                 
|            | 
|32.2        |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                 

---

|* | Incorporated by reference to our Form 8-K filed February 16, 2007.
|- | ------------------------------------------------------------------



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