-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OIcBvR6ATJ/gs+EE/v9voQopWwfO6tBZMFdRvD2hezVDWx/0m44RpSCqlunEsx4t 3g0y7Sfpnc/QonbPf5Mghw== 0000897069-07-000427.txt : 20070214 0000897069-07-000427.hdr.sgml : 20070214 20070214142244 ACCESSION NUMBER: 0000897069-07-000427 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hughes Stephen B CENTRAL INDEX KEY: 0001347034 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 3036821982 MAIL ADDRESS: STREET 1: C/O BOULDER SPECIALTY BRANDS, INC. STREET 2: 6106 SUNRISE RANCH DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Boulder Specialty Brands, Inc. CENTRAL INDEX KEY: 0001331301 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202949397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81234 FILM NUMBER: 07618244 BUSINESS ADDRESS: STREET 1: 6106 SUNRISE RANCH DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 BUSINESS PHONE: 3036821982 MAIL ADDRESS: STREET 1: 6106 SUNRISE RANCH DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 SC 13G 1 dkm1099.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Boulder Specialty Brands, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

10153P108
(CUSIP Number)

December 31, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  |_|         Rule 13d-1(b)

|_|          Rule 13d-1(c)

|X|          Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))
Page 1 of 5 Pages

CUSIP No. 10153P108  


1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    Stephen B. Hughes
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION

                   United States


Number
Of Shares
Beneficially
Owned By
Each
Reporting
Person With 		  5. SOLE VOTING POWER
          816,011
  6. SHARED VOTING POWER
          339,265
  7. SOLE DISPOSITIVE POWER
          816,011
  8. SHARED DISPOSITIVE POWER
          339,265
  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,155,276
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.2%
12. TYPE OF REPORTING PERSON

IN

Page 2 of 5 Pages

CUSIP No. 10153P108  


Item 1(a). Name of Issuer:

  Boulder Specialty Brands, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

  6106 Sunrise Ranch Dr.
Longmont, CO 80503

Item 2(a). Name of Person Filing:

  Stephen B. Hughes

Item 2(b). Address of Principal Business Office or, if none, Residence:

  6106 Sunrise Ranch Dr.
Longmont, CO 80503

Item 2(c). Citizenship:

  United States

Item 2(d). Title of Class or Securities:

  Common Stock

Item 2(e). CUSIP Number:

  10153P108

Item 3. If this statement is filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c), check whether the person filing is a:

  Inapplicable

Item 4. Ownership (as of December 31, 2006).

  (a) Amount Beneficially Owned:

  1,155,276 shares.
  The amount beneficially owned does not include 448,529 warrants, which are not presently exercisable. Each warrant will be exercisable to purchase one share of common stock when Boulder Specialty Brands, Inc. completes an initial business combination. The amount beneficially owned also excludes 150,128 shares sold by Mr. Hughes in November 2005 to three irrevocable trusts established in favor of adult members of his family, as to which he disclaims beneficial ownership.

  (b) Percent of Class:   7.2%

Page 3 of 5 Pages

CUSIP No. 10153P108  


  (c) Number of shares as to which such person has:   

  (i) sole power to vote or to direct the vote:

816,011 shares.

  (ii) shared power to vote or to direct the vote:

339,265 shares, which consists of 100,000 shares owned by Mr. Hughes' spouse and 239,265 shares held by Mr. Hughes' spouse as trustee of a trust for Mr. Hughes' children.

  (iii) sole power to dispose or to direct the disposition of:

816,011 shares.

  (iv) shared power to dispose or to direct the disposition of:

339,265 shares, which consists of 100,000 shares owned by Mr. Hughes' spouse and 239,265 shares held by Mr. Hughes' spouse as trustee of a trust for Mr. Hughes' children.

Item 5. Ownership of Five Percent or Less of a Class.

  Inapplicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

  Mr. Hughes’ spouse owns 100,000 shares and has the right to direct the receipt of dividends, to receive dividends from such shares and to receive the proceeds from the sale of such shares. Mrs. Hughes is also the trustee of 239,265 shares held in trust for the benefit of Mr. Hughes’ children and in such capacity has the right to direct the receipt of dividends, to receive dividends from such shares and to receive the proceeds from the sale of such shares on behalf of the trust.

Mrs. Hughes does not hold more than 5% of the Common Stock of the Issuer.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

  Inapplicable

Item 8. Identification and Classification of Members of the Group.

  Inapplicable

Item 9. Notice of Dissolution of Group.

  Inapplicable

Page 4 of 5 Pages

CUSIP No. 10153P108  


Item 10. Certification.

  Inapplicable

Page 5 of 5 Pages

CUSIP No. 10153P108  


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 11, 2007

      /s/ Stephen B. Hughes        
          Stephen B. Hughes




Page 6 of 5 Pages

-----END PRIVACY-ENHANCED MESSAGE-----