U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                          Form 10-KSB

(Mark One)
 ..X...Annual report under section 13 or 15(d) of the Securities Ex-
change Act of 1934 for the fiscal year ended April 30, 1998.

Commission File No:   0-28530

              BOULDER CAPITAL OPPORTUNITIES, INC.
            (Name of small business in its charter)

Colorado                               84-1341980
(State or other jurisdiction          (IRS Employer
of Incorporation)                     Identification No.)


192 Searidge Court
Shell Beach, CA                                   93449
(Address of Principal Office)                        Zip Code

Issuer's telephone number:    (805) 773-5350

Securities to be registered under Section 12(b) of the Act:

Title of each class      Name of Exchange on which registered

Not Applicable                  Not Applicable

Securities to be registered under Section 12(g) of the Act:

Common Stock, no par value
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ..X..   No .....

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.  ..X..

State issuer's revenue for its most recent fiscal year: $ 0.

State the aggregate market value of the voting stock held by nonaffili-
ates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date
within the past 60 days: $ 0.

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,010,000 as of
July 20, 1998.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification
purposes.

Transitional Small Business Disclosure
Format:
Yes ....  No  ..X..
<PAGE>
                            PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

      The Company was incorporated under the laws of the State of
Colorado on April 22, 1996, and as of the date of this report on Form
10-KSB remains in the development stage.  To date the Company's
only activities have been organizational ones, directed at developing its
business plan and raising its initial capital.  The Company has not
commenced any commercial operations.  The Company has no
full-time employees and owns no real estate.

      The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value.  The
acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets or
a business entity, such as a corporation, joint venture, or partnership. 
The Company has very limited capital, and it is unlikely that the
Company will be able to take advantage of more than one such
business opportunity.  The Company intends to seek opportunities
demonstrating the potential of long-term growth as opposed to
short-term earnings.

      At the present time the Company has not identified any busi-
ness opportunity that it plans to pursue, nor has the Company reached
any agreement or definitive understanding with any person concerning
an acquisition.  No assurance can be given that the Company will be
successful in finding or acquiring a desirable business opportunity, or
that any acquisition that occurs will be on terms that are favorable to
the Company or its stockholders.

      The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ (See
"Investigation and Selection of Business Opportunities").  The
Company anticipates that the business opportunities presented to it will
(i) be recently organized with no operating history, or a history of
losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of
funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept;
or (v) have a combination of the characteristics mentioned in (i)
through (iv).  The Company intends to concentrate its acquisition
efforts on properties or businesses that it believes to be undervalued. 
Given the above factors, investors should expect that any acquisition
candidate may have a history of losses or low profitability.

      The Company does not propose to restrict its search for in-
vestment opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent of
its limited resources.  This includes industries such as service, finance,
natural resources, manufacturing, high technology, product
development, medical, communications and others.  The Company's
discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions,
and other factors.

      Depending upon the nature of the transaction, the current 
officers and directors of the Company may resign their management
positions with the Company in connection with the Company's
acquisition of a business opportunity.  In the event of such a
resignation, the Company's current management would not have any
control over the conduct of the Company's business following the
Company's combination with a business opportunity.

INVESTIGATION AND SELECTION OF BUSINESS
OPPORTUNITIES

      The analysis of business opportunities will be undertaken by or
under the supervision of the Company's President.  The Company
anticipates that it will consider, among other things, the following
factors in the analysis of business opportunities:

             (1)  Potential for growth and profitability, indicated by
new technology, anticipated market expansion, or new products;

             (2)  The Company's perception of how any particular
business opportunity will be received by the investment community
and by the Company's stockholders;

             (3)  Whether, following the business combination, the
financial condition of the business opportunity would be, or would
have a significant prospect in the foreseeable future of becoming
sufficient to enable the securities of the Company to qualify for listing
on an exchange or on a national automated securities quotation system,
such as NASDAQ; 

             (4)  Capital requirements and anticipated availability of
required funds, to be provided by the Company or from operations,
through the sale of additional securities, through joint ventures or
similar arrangements, or from other sources;

             (5)  The extent to which the business opportunity can be
advanced;

             (6)  Competitive position as compared to other
companies of similar size and experience within the industry segment
as well as within the industry as a whole;

             (7)  Strength and diversity of existing management, or
management prospects that are scheduled for recruitment;

             (8)  The cost of participation by the Company as
compared to the perceived tangible and intangible values and potential;
and

             (9)  The accessibility of required management expertise,
personnel, raw materials, services, professional assistance, and other
required items.

      No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to
analyze all factors appropriate to each opportunity and make a
determination based upon reasonable investigative measures and
available data.  Potential investors must recognize that, because of the
Company's limited capital available for investigation and
management's limited experience in business analysis, the Company
may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.

      The Company is unable to predict when it may participate in a
business opportunity.  It expects, however, that the analysis of specific
proposals and the selection of a business opportunity may take several
months or more.

      Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive.  These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising capital through the public sale
of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process.  Acquisition candidates which have a need
for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

FORM OF ACQUISITION

      It is impossible to predict the manner in which the Company
may participate in a business opportunity.  Specific business op-
portunities will be reviewed as well as the respective needs and desires
of the Company and the promoters of the opportunity and, upon the
basis of that review and the relative negotiating strength of the
Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may
include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization.  Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the
Company would be the surviving entity.  In addition, the present
management and stockholders of the Company most likely will not
have control of a majority of the voting shares of the Company
following a reorganization transaction.  As part of such a transaction,
the Company's existing directors may resign and new directors may be
appointed without any vote by stockholders.

      It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company.  Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the issuance to the stockholders of the acquired company
of a  controlling interest (i.e. 80% or more) of the common stock of
the combined entities immediately following the reorganization.  If a
transaction were structured to take advantage of these provisions rather
than other "tax free" provisions provided under the Internal Revenue
Code, the Company's current stockholders would retain in the
aggregate 20% or less of the total issued and outstanding shares.  This
could result in substantial additional dilution in the equity of those
who were stockholders of the Company prior to such reorganization. 
Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors
and principal shareholders. (See "Description of Business - General").

ITEM 2.      DESCRIPTION OF PROPERTY.

      The Company does not currently maintain an office or any
other facilities.  It does currently maintain a mailing address at 192
Searidge Court, Shell Beach, California 93449, which is the office
address of its president.  The Company pays no rent for the use of this
mailing address.  The Company does not believe that it will need to
maintain an office at any time in the foreseeable future in order to
carry out its plan of operations described herein.  The Company's
telephone number is (805) 773-5350.

ITEM 3.  LEGAL PROCEEDINGS.

      The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

      No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5% of the securities of the
Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

      No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
April 30, 1998.

                            Part II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

      Although the Company's shares have been approved for trading
on the OTC Bulletin Board since December, 1997, under the trading
symbol "BCOI," no actual trading of such shares has occurred.  It is
not anticipated that any actual trading activity will occur until the
Company has completed a merger or acquisition transaction.  The
Company's securities are currently held of record by a total of
approximately 333 persons.

      No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared
or paid in the foreseeable future.

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.

      The Company's plan of operations for the next twelve months
is to continue to carry out its plan of business discussed above.  This
includes seeking to complete a merger or acquisition transaction with a
small or medium-sized enterprise which desires to become a public
corporation.  In selecting a potential merger or acquisition candidate,
the Company will consider many factors, including, but not limited to,
potential for growth and profitability, quality and experience of
management, capital requirements, and the ability of the Company to
qualify its shares for trading on NASDAQ or on an exchange.

      The types of business enterprises which it is believed might
find a business combination with the Company to be attractive include
acquisition candidates desiring to create a public market for their
shares in order to enhance liquidity for current shareholders, acquisi-
tion candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial,
foreign companies desiring to obtain access to U.S. customers and U.S.
capital markets, and acquisition candidates which plan to acquire
additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for
their securities will be of assistance in that process.  Acquisition
candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be
an attractive alternative.

      Although it has had preliminary discussions with several
potential merger or acquisition candidates, the Company is unable to
predict when it may participate in a business opportunity.  It has not
established any deadline for completion of a transaction, and antici-
pates that the process could continue throughout the next twelve
months.

      The Company's balance sheet for the fiscal year ended April
30, 1998, reflects current assets of $74 and current liabilities in the
amount of $1,264.  Accordingly, the Company will be required to
raise additional funds, or its shareholders will be required to advance
funds in order to pay its current liabilities and to satisfy the
Company's cash requirements for the next twelve months.

ITEM 7.      FINANCIAL STATEMENTS.

      See following pages.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

For the Year Ended April 30, 1998
with Independent Auditor's Report
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS


Report of Independent Auditor
Balance Sheet
Statement of Operations
Statement of Changes in Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE>


REPORT OF INDEPENDENT AUDITOR


Board of Directors
BOULDER CAPITAL OPPORTUNITIES, INC.
Shell Beach, California


I have audited the accompanying statement of financial position of
BOULDER CAPITAL OPPORTUNITIES, INC. (a development stage
company) as of April 30, 1998 and the related statement of operations,
shareholders' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  I believe that
my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial positions of BOULDER
CAPITAL OPPORTUNITIES, INC. (a development stage company) as
of April 30, 1998 and the results of its operations, shareholders' equity
and cash flows for the year then ended in conformity with generally
accepted accounting principles.



Gerald R. Perlstein
Los Angeles, California

July 15, 1998<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)

Statement of Financial Position
April 30, 1998
<TABLE>
<CAPTION>
<S>                                                   <C>
ASSETS
Current Assets:
       Cash                                           $74
             Total Current Assets                     $74

Other Assets:
       Organizational costs, net                    1,065

             Total Assets                           1,139

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
       Accounts payable                             1,264
             Total Current Liabilities              1,264

Shareholders' Equity
       Preferred Stock - no par value;
       10,000,000 shares authorized;
       No shares issued and outstanding

       Common Stock - no par value;
       100,000,000 shares authorized;
       1,010,000 shares issued and outstanding      8,025

       Additional paid-in-capital                   7,486

       Accumulated deficit during development stage(15,636)

       Total Shareholders' Equity                   (125)

       Total Liabilities and Shareholders' Equity  $1,139
</TABLE>
The Accompanying Notes are an integral part of these Financial Statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
Statements of Operations
For the Year Ended April 30, 1998
and the Period From April 22, 1996 (Date of Inception)
to April 30, 1998
<TABLE>
<CAPTION>
                                                  Since
                                  1998            Inception
<S>                                <C>                <C>
Revenues                          None               None
Cost and expenses                6,612             15,636
Net Loss                       (6,612)           (15,636)
Weighted average common
  shares outstanding         1,010,000          1,010,000
Loss per share                 (.006)            (.015)

The Accompanying Notes are an integral part of the Financial
Statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)

Statement of Shareholders' Equity
For the Year Ended April 30, 1998
and For the Period From April 22, 1996 (Date of Inception)
to April 30, 1998
(Page 1 of 2)

</TABLE>
<TABLE>
<CAPTION>


                                                         Additional
                         Common Stock                    Paid-In
                         Number             Amount       Capital
<S>                          <C>               <C>          <C>

Shares issued at
 inception for services
 at $.0025 per share     710,000             1,775             

Shares issued for cash:
 at $.0025 per share     100,000               250             
 at $.03 per share       200,000             6,000             

Net loss for period

Balance April 30,
   1996                1,010,000             8,025             

Net loss for year

Balance April 30,
   1997                1,010,000             8,025             

Contributed capital                                       7,486

Net loss for year

Balance April 30,
   1998                1,010,000             8,025        7,486

</TABLE>
The Accompanying Notes are an integral part of the Financial
Statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)

Statement of Shareholders' Equity
For the Year Ended April 30, 1998
and For the Period From April 22, 1996 (Date of Inception)
to April 30, 1998
(Page 2 of 2)
<TABLE>
<CAPTION>
                         Acc. Deficit
                         During                   Total
                         Development              Shareholders'
                         Stage                    Equity
<S>                          <C>                      <C>

Shares issued at
 inception for services
 at $.0025 per share                                1,775

Shares issued for cash:
 at $.0025 per share                                  250
 at $.03 per share                                  6,000

Net loss for period      (2,501)                  (2,501)

Balance April 30,
   1996                  (2,501)                    5,524

Net loss for year        (6,523)                  (6,523)

Balance April 30,
   1997                  (9,024)                    (999)

Contributed capital                                 7,486

Net loss for year        (6,612)                  (6,612)

Balance April 30,
   1998                 (15,636)                    (125)
</TABLE>
The Accompanying Notes are an integral part of the Financial
Statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)

Statements of Cash Flows
For the Year Ended April 30, 1998
and For the Period April 22, 1996 (Date of Inception)
to April 30, 1998
<TABLE>
<CAPTION>
                                                         Since
                                      1998               Inception
<S>                                      <C>                <C>

Cash Flows from Operating activities:

Net loss                             (6,612)           (15,636)
Adjustments to reconcile
  net loss to net

Cash used by operating activities:
  Amortization                           355                710

Increase (Decrease) in
  accounts payable                   (2,329)              1,264

Net cash used in operating
 activities:                         (8,586)           (13,662)

Cash Flows from Investing
 Activities: None

Cash Flows from Financing
 Activities:

Proceeds from issuance of
 Common Stock                             --              6,250
Proceeds from contributed
 capital                               7,486              7,486
Net cash provided by 
 financing activities                  7,486             13,736

Net Increase (Decrease) in cash      (1,100)                 74

Cash beginning of year (period)        1,174                  0

Cash end of year (period)                 74                 74
</TABLE>
The Accompanying Notes are an integral part of the Financial
Statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)

Notes to Financial Statements
As of April 30, 1998 and For The Period
April 22, 1996 (Date of Inception) to April 30, 1998



1.       SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

   A.    Organization and Business:

Boulder Capital Opportunities, Inc. (the "Company") was
incorporated in the State of Colorado on April 2, 1996.  The
Company is an enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standard Board,
and has not engaged in any significant business other than
organizational efforts.  The Company intends to operate as a
capital market access corporation and to acquire existing
businesses through merger or acquisition.

   B.    Use of Estimates:

The preparation of financial statements in conformity with
generally accepted accounting principals requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures.  Accordingly, actual results could differ
from those estimates.

   C.    Loss Per Share:

Loss per share of common stock is computed using the weighted
average number of common shares outstanding during the
periods shown.

   D.    Organizational Costs:

Organizational costs include costs incurred for professional
services at the inception of the Company and is being amortized
over a five year period using the straight-line method.

   E.    Change In Control of the Company:

A change in control of the Company occurred on August 19,
1997.  On that date the majority shareholder and other
shareholders sold most of their shares of common stock of the
Company to a group of investors who previously had held a
minority interest.

   F.    Income Taxes:

The Company owes no federal income taxes.  Any loss carry
forward incurred from date of inception until the change in
control of the Company will be disallowed.

   G.    Prior Audit:

The financial statements of the Company as of April 30, 1997
and for the period April 22, 1996 (Date of Inception) to April
30, 1997, were audited by other auditors whose report dated July
10, 1997, expressed an unqualified opinion on those financial
statements.

   H.    Statement of Cash Flows:

Supplemental disclosure of cash flow information is as follows:

On April 22, 1996, professional services valued at $1,775 were
capitalized as organizational costs, and exchanged for 710,000
shares of common stock.

There has been no cash paid for interest or taxes for the period
ended April 30, 1996 (date of inception) to April 30, 1998.


2.       SHAREHOLDERS' EQUITY

On April 22, 1996, the Company issued 710,000 shares of its no
par value common stock to affiliates for services valued at their
fair market value of $1,775.  This amount has been recorded as
organizational costs and is being amortized over a five year
period.

On April 23, 1996, the Company issued 100,000 shares of its no
par value common stock to its President at $.0025 per share or
$250.

On April 30, 1996, the Company issued 200,000 shares of its no
par value common stock to various investors for $6,000.

During the year ended April 30, 1998, the majority shareholder
contributed working capital in the amount of $7,486.


3.       COMMITMENTS

The Company has no outstanding commitments or obligations,
nor is it a party to any litigation.  The Company presently shares
office space with the majority shareholder for which it pays no
rent.


4.       RELATED PARTY TRANSACTIONS

A shareholder is an officer of the law firm which is the
Company's general and securities counsel.  For the year ended
April 30, 1998, and since inception, the Company has incurred
$7,750 and $12,071, respectively, for legal services rendered, of
which $1,264 was payable at April 30, 1998.

<PAGE>
ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

Any client-auditor relationship which existed between the
registrant and Stark Tinter & Associates, LLC, 5299 DTC
Boulevard, Suite 300, Englewood, Colorado  80111, the
independent accountant previously engaged as the principal
accountant to audit the registrant's financial statements, was
terminated effective May 1, 1998.  As of that date the registrant
elected to engage a new independent accountant, Gerald R.
Perlstein, CPA, 1260 S. Beverly Glen Boulevard, Suite 106, Los
Angeles, California  90024, as the principal accountant to audit
the registrant's financial statements for the fiscal year ended
April 30, 1998.  The decision to change accountants was
recommended and approved by the board of directors of the
registrant.

   There were no disagreements with Stark Tinter & Associates,
LLC, at any time, on any matters of accounting principles or
practices, financial statement disclosures, or auditing scope or
procedures.


                           Part III

ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

   The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name                        Age         Positions Held and
                                        Tenure
<S>                      <C>                  
Mark DiSalvo                47          President and Director

</TABLE>

   The directors named above will serve until the next annual
meeting of the Company's stockholders.  Thereafter, directors
will be elected for one-year terms at the annual stockholders'
meeting.  Officers will hold their positions at the pleasure of the
board of directors, absent any employment agreement, of which
none currently exists or is contemplated.  There is no
arrangement or understanding between any of the directors or
officers of the Company and any other person pursuant to which
any director or officer was or is to be selected as a director or
officer.

   The directors and officers will devote their time to the Com-
pany's affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month,
or more than forty hours per month, but more than likely will
fall within the range of five to ten hours per month.

Biographical Information

   Mark DiSalvo is currently self-employed as a business
consultant, providing consulting services relating to mergers and
acquisitions.  Mr. DiSalvo is the President of the Company. 
Mr. DiSalvo has also been engaged in the securities business in
various capacities from 1984 to the present.  Mr. DiSalvo served
as President, Chairman of the Board of Directors, Chief
Executive Officer, Treasurer and Secretary of SITEK,
Incorporated, a publicly traded development stage company
(formerly Dentmart Group, Ltd.) from March, 1997 to July
1998.  He is the husband of Leah DiSalvo.

   Leah DiSalvo is the Secretary of the Company.  Mrs. DiSalvo
has worked with her husband, Mark A. DiSalvo, in the securities
business in various capacities from 1984 to the present.

Compliance With Section 16(a) of the Exchange Act.

   To the best knowledge and belief of the Company, its officers,
directors and principal shareholders who are required to comply
with Section 16(a) of the Exchange Act did not file a report on
Form 5 within 45 days after April 30, 1998 (the end of the
preceding fiscal year).  However, to the best knowledge and
belief of the Company, all such officers, directors and principal
shareholders made a late filing on Form 5, Annual Statement of
Changes in Beneficial Ownership, prior to the date of filing of
this report on Form 10-KSB by the Company.

ITEM 10.       EXECUTIVE COMPENSATION.

   No officer or director received any remuneration from the
Company during the fiscal year.  Until the Company acquires
additional capital, it is not intended that any officer or director
will receive compensation from the Company other than
reimbursement for out-of-pocket expenses incurred on behalf of
the Company.  See "Certain Relationships and Related
Transactions."  The Company has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the
future.

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.

   The following table sets forth, as of the end of the Company's
most recent fiscal year, the number of shares of Common Stock
owned of record and beneficially by executive officers, directors
and persons who hold 5.0% or more of the outstanding Common
Stock of the Company.  Also included are the shares held by all
executive officers and directors as a group.

<TABLE>
<CAPTION>
Name and                    Number of Shares         Percent
Address                     Owned Beneficially       of Class
                                                     Owned
<S>                            <C>                      <C>
Mark DiSalvo
192 Searidge Court
Shell Beach, CA  93449

                       370,000<F1>                 36.63%


David DiSalvo
302 LaMarina
Santa Barbara, CA  93104

                            66,000                  6.53%

All directors and
executive officers
(1 person)
                       370,000<F1>                 36.63%
<FN>
<F1>
Includes 270,000 shares owned by California Brokerage
Services, Inc., of which Mr. DiSalvo may be deemed to be the
beneficial owner.  Mr. DiSalvo is an officer and director of the
Company.
</FN>
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Indemnification of Officers and Directors

   As permitted by Colorado law, the Company's Articles of In-
corporation provide that the Company will indemnify its
directors and officers against expenses and liabilities they incur
to defend, settle, or satisfy any civil or criminal action brought
against them on account of their being or having been Company
directors or officers unless, in any such action, they are adjudged
to have acted with gross negligence or willful misconduct. 
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provi-
sions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore,
unenforceable.

Exclusion of Liability

   Pursuant to the Colorado Corporation Code, the Company's
Articles of Incorporation exclude personal liability for its
directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach
of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, acts in violation of Section 7-5-114 of the Colorado
Corporation Code, or any transaction from which a director re-
ceives an improper personal benefit.  This exclusion of liability
does not limit any right which a director may have to be
indemnified and does not affect any director's liability under
federal or applicable state securities laws.

Change of Control

   On August 19, 1997, Mark DiSalvo, California Brokerage
Services, Inc. (a company controlled by Mr. DiSalvo) and
certain other persons designated by California Brokerage
Services, Inc., purchased a total of 639,000 shares of the
Company's common stock for a total purchase price of $12,000. 
In a previous transaction in November 1996, California
Brokerage Services, Inc., had purchased 270,000 shares of the
Company's common stock for a total purchase price of $28,000. 
On or about April 15, 1998, California Brokerage Services, Inc.,
purchased an additional 66,000 shares for a total purchase price
of $24,750.  The 66,000 shares were subsequently transferred to
David DiSalvo, the brother of Mark DiSalvo.

   The various prices paid for purchase of shares by Mr.
DiSalvo, California Brokerage Services, Inc., and other
purchaser designated by them, were the result of arms length
negotiations.  Following completion of the transactions described
herein, Mr. DiSalvo, California Brokerage Services, Inc., and
the other persons designated by them, owned a total of 975,000
shares, or approximately 96.53% of the Company's issued and
outstanding stock.  A total of 370,000 of such shares, or
approximately 36.63% of the issued and outstanding stock, was
owned directly or indirectly, by Mr. DiSalvo.

Conflicts of Interest

   None of the officers of the Company will devote more than a
portion of his or her time to the affairs of the Company.  There
will be occasions when the time requirements of the Company's
business conflict with the demands of the officers' other business
and investment activities.  Such conflicts may require that the
Company attempt to employ additional personnel.  There is no
assurance that the services of such persons will be available or
that they can be obtained upon terms favorable to the Company.

   Although management has no current plans to cause the
Company to do so, it is possible that the Company may enter
into an agreement with an acquisition candidate requiring the sale
of all or a portion of the Common Stock held by the Company's
current principal stockholders to the acquisition candidate or
principals thereof, or to other individuals or business entities, or
requiring some other form of payment to the  Company's current
stockholders, or requiring the future employment of specified
officers and payment of salaries to them.  It is more likely than
not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price sub-
stantially higher than that originally paid by such stockholders. 
Any payment to current stockholders in the context of an acquisi-
tion involving the Company would be determined entirely by the
largely unforeseeable terms of a future agreement with an
unidentified business entity.

ITEM 13.       EXHIBITS AND REPORTS ON FORM 10-
KSB.

a. The Exhibits listed below are filed as part of this Annual
Report.

<TABLE>
<CAPTION>
Exhibit No.         Document
<S>                      <C>

3.1                  Articles of Incorporation (incorporated by
reference to Form 10-SB filed with the Securities and Exchange
Commission on behalf of the Company on July 29, 1996)

3.2                  Bylaws (incorporated by reference to
Form 10-SB filed with the Securities and Exchange Commission
on behalf of the Company on July 29, 1996)

4.1                  Specimen Certificate (incorporated by
reference to Form 10-SB filed with the Securities and Exchange
Commission on behalf of the Company on July 29, 1996)

27                   Financial Data Schedule
</TABLE>

The Company filed no reports Form 8-K during the last quarter
of its fiscal year ending April 30, 1998.

Signatures


In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated. 


BOULDER CAPITAL OPPORTUNITIES, INC.



By:/s/ ____________________________
   Mark DiSalvo
   President, CEO, and Director


Date: July 24, 1998
<PAGE>
EXHIBIT 27 - FINANCIAL DATA SCHEDULE