U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**Form
      10-KSB**


Amendment
      No. 1





[X]
      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      year ended **December
      31, 2005**







[
      ]
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934





Commission
      File No: **0-21847**







**BOULDER
      CAPITAL OPPORTUNITIES II, INC.**


(Name
      of
      small business in its charter)





**Colorado**
            
            **84-1356898**(State
                or other jurisdiction
            
            (IRS
                Employerof
                Incorporation)
            
            Identification
                No.)




**P.O.
                Box 12483****Chandler,
                Arizona**
            
            **85248**(Address
                of principal executive offices)
            
            (Zip
                Code)




Issuer's
      telephone number: **** **(480)792-6603**





Securities
      to be registered under Section 12(b) of the Act:  None





Securities
      to be registered under Section 12(g) of the Act: Common
      Stock no par value





Check
      whether issuer is not required to file reports pursuant to Section 13 or 15(d)
      of the Exchange Act [ ]





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. [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)    Y es
      [X] No
      [
      ]





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





State
      the
      aggregate market value of the voting stock held by nonaffiliates 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:  3,182,203 common shares as of 
..February 5, 2007.





References
      in this document to "us," "we," "our," or "the Company" refer to Boulder Capital
      Opportunities II, Inc. its predecessors and its subsidiaries.





**PART
      I**





**RISK
      FACTORS**





We
      have no operating history and have never been profitable.


We
      were
      formed as a Colorado business entity in August, 1996. At the present time,
      we
      are in the development stage company and only minimally capitalized. We have
      not
      engaged in any substantial business activity, and have no successful operating
      history. There can be no guarantee that we will ever be profitable.





Our
      accountants have expressed a going concern qualification in our
      financials.


We
      have
      never had operations. We may never generate sufficient revenues to fund our
      operations. We may never generate positive cash flow or attain profitability
      in
      the future. Our accountants have expressed substantial doubt as to its ability
      to continue as a going concern.





We
      have a lack of liquidity and will need additional financing.


We
      presently have no substantial liquidity. As a result, we expect to experience
      a
      lack of liquidity until and unless we can obtain additional financing. It is
      expected that we will need additional financing of some type, which it does
      not now
      possess, to develop any of our operations. We expect to rely principally upon
      joint venture and lease plays for additional financing, the success of which
      cannot be guaranteed. To the extent that we experience a substantial lack of
      liquidity, our development in accordance with its proposed plan may be delayed
      or indefinitely postponed, which would have a materially adverse impact on
      our
      operations and the shareholders' investment.





We
      expect to have challenges in developing our operations.


The
      results of our operations will depend, among other things, upon our ability
      to
      develop our business plan. Further, there is the possibility that our proposed
      operations will not generate income sufficient to meet operating expenses or
      will generate income and capital appreciation, if any, at rates lower than
      those
      anticipated or necessary to sustain the investment. Our operations may be
      affected by many factors, some of which are beyond our control. Any of these
      problems, or a combination thereof, could have a materially adverse affect
      on
      our viability as an entity.





We
      are
      essentially a start-up company and should be considered an inherently risky
      investment.


Because
      we have no history, we can be considered essentially a start-up company. The
      operations in which we propose to engage in, the oil and gas business, is an
      extremely risky business, subject to numerous risks. Many of these risks cannot
      be foreseen at this time. Therefore, investors should consider an investment
      in
      us to be an extremely risky venture, for which they could reasonably be expected
      to lose their entire investment.





Oil
      and gas markets are extremely volatile.


Oil
      and
      gas markets have historically been extremely volatile. While in the past few
      years, the price of oil and gas has stabilized, there is no assurance that
      in
      the future prices for oil and gas production may become volatile in
      the


future.





We
      expect to compete for Suitable Prospects or Producing Properties.


Competition
      for prospects and production properties typically is intense. We will be
      competing with a number of other potential brokers to identify purchasers of
      prospects and producing properties, most of which will have greater financial
      resources than us. The bidding for prospects is customarily intense, with
      different bidders evaluating potential acquisitions with different product
      pricing parameters and other criteria that result in widely divergent bid
      prices. The presence in the market of bidders willing to pay prices higher
      than
      are supported by our evaluation criteria could further limit our ability to
      acquire prospects, Low or uncertain prices for properties can cause potential
      sellers to withhold or withdraw properties from the market. In this environment,
      there can be no assurance that there will be a sufficient number of suitable
      prospects available for us to broker or acquire.





We
      expect to be otherwise subject to substantial competition.


Our
      proposed business is highly competitive, and we will be competing with numerous
      established companies having substantially greater financial resources and
      experience than us. There can be no guarantee that we will ever be able to compete
      successfully.


*-
          2
          -*


Defects
      in title to properties could cause us problems.





It
      is
      customary in the oil and gas industry that upon acquiring an interest in a
      property, that only a preliminary title investigation be done at that time.
      If
      the title to the prospects should prove to be defective, we could incur
      substantial costs for curative title work.





We
      will not be able to insure against all risks.


We
      will
      not be insured against all losses or liabilities which may arise from
      operations, either because such insurance is unavailable or because we have
      elected not to purchase such insurance due to high premium costs or other
      reasons.





We
      expect federal and state taxation to have a significant impact on us.


Federal
      and state income tax laws are of particular significance to the oil and gas
      industry. The "windfall profits tax" adopted in the 1980's reduces the profits
      which may be realized by us in the production of crude oil. Recent legislation
      has eroded previous benefits to oil and gas producers, and any subsequent
      legislation may continue this trend. The states in which we may conduct oil
      and
      gas activities also impose taxes upon the production of oil and gas located
      within such states. There can be no assurance that the tax laws will not be
      changed or interpreted in the future in a manner which adversely affects
      us.





We
      are
      subject to be subject to substantial government regulation.


The
      oil
      and gas business is subject to substantial governmental regulation, including
      the power to limit the rates at which oil and gas are produced and to fix the
      prices at which oil and gas are sold. It cannot be accurately predicted whether
      additional legislation or regulation will be enacted or become
      effective.





There
      is no present market for our securities.


There
      is
      at present no market for our shares, and there can be no assurance that a
      significant trading market will develop in the future for these securities.
      As a
      result, an investor must consider his investment to be essentially illiquid.
      Each investor must be prepared to hold his investment for an indefinite period
      of time unless an active market develops in some or all of the
      securities.





We
      have never paid any dividends and do not expect to pay dividends in the future.


We
      have
      not paid any dividends on our common stock. There can be no assurance that
      our
      business operations will generate sufficient income to allow it to pay dividends
      in the future.








**ITEM
      1. DESCRIPTION OF BUSINESS.**





GENERAL





We
      were
      incorporated under the laws of the State of Colorado on August 8, 1996. As
      of
      the date of this report on Form 10-KSB, we are still in the development stage.
      To date our primary activities have been organizational ones, directed at
      developing our business plan and raising our initial capital. We are in the
      oil
      and gas business. We have no full-time employees and own no real estate other
      than our mineral leases.





On
      December 17, 1997, control of us passed to Michael Delaney, who paid cash
      consideration of $11,359 for a total of 627,965 common shares, which was a
      total
      of approximately 61% of our shares. Mr. Delaney was also named our President,
      Secretary, and sole Director at that time, and the former Officer and Director
      resigned.





On
      November, 1, 2005, we acquired a 4% interest in twelve mineral leases located
      in
      Jasper County, Texas. We acquired these interests from an unaffiliated third
      party for $20,000 in cash. We anticipate seeing a revenue stream develop
      beginning in January, 2006.





*-
          3
          -*


PROPOSED
      OPERATIONS





Our
      business plan is to develop oil and gas wells for our own account and for
      potential clients. We have investigated certain possibilities but have drilled
      no oil or gas wells. At the present time, there are no active negotiations
      being
      carried on regarding the acquisition of properties and the drilling of oil
      or
      gas wells. Within the next twelve months, we plan to limit our activities to
      the
      Western United States. We may also look to option leases, which we would hold
      for resale to third parties.





Potential
      leases may be received from individuals or companies by assignment under an
      agreement to develop or sell such leases on behalf of such persons. We plan
      in
      the future to act as a broker for lease situations involving third parties.
      No
      leases or clients have been identified at this time. It is also our intention
      to
      develop oil and gas lease projects in which we can act either as the drilling
      operator for an investor group or as a broker of leases for a
      lessor.





When
      acting for our own account, we will acquire interests in various lease tracts
      located in areas where we plan to explore for oil or gas. At the present time,
      none of the specific tracts have been identified by us. However, the tracts
      are
      expected to fit into an overall profile.





The
      tracts will be entirely within a specific, defined geographical area, will
      be
      exploratory or developmental, at our discretion, and will be subject to
      landowners' and overriding royalty interests totaling in the range of 12.5%
      to
      25%, so we and our partners can acquire between a 87.5% and 75% net revenue
      interest and a 100% working interest in the drill site. The specific ownership
      interests between us and our partners will be negotiated on an individual
      project basis.





We
      will
      focus our attention on drilling primarily in the same specific geographical
      area
      in which we plan to acquire interests. We plan to concentrate our activities
      in
      the Western United States. We plan to utilize various reporting services such
      as
      Petroleum Information and our contacts within the petroleum industry to identify
      drilling locations, companies and ownership activity. However, since the thrust
      of our initial efforts will be to acquire leases with a minimum of capital
      outlay, we will also look at situations in any other geographical area where
      such leases may be obtained. The ability to drill in a specific lease area
      will
      be secondary to the ability to acquire a lease on terms most favorable to us
      and
      at little or no capital outlay. At the present time, we have been looking for
      leases which meet the above-mentioned criteria but has not yet identified any
      lease situations which we believe would be appropriate for acquisition. We
      cannot predict when such identification will occur.





We
      expect
      to enter into turnkey drilling contracts with an unaffiliated third party for
      the drilling of any wells. At some later time, we may act as the driller of
      the
      wells, although there are no plans to do so at the present time. The costs
      of
      drilling wells have not been determined at this time. In any case, we will
      make
      every attempt to see that the well are drilled in such areas with our best
      estimate of making the best return on investment for us and our
      partners.





The
      turnkey drilling contract represents the cost of drilling and completion. If,
      in
      our sole opinion, a well should not be completed because it will not produce
      sufficient oil or gas to return a profit, then we would not anticipate expending
      the completion funds for such well.





It
      is
      currently anticipated that any wells to be drilled by us will be drilled within
      the geographical area or areas selected by us. However, once selected, if
      subsequent engineering evaluation indicates a more favorable location, we
      reserve the right to move the drill site or sites, as the case may be, to such
      location or locations, as the case may be. Any substituted well location or
      drill site would compare favorably with the general character of the site
      previously selected regarding degree of risk, drilling depth and cost.
      Furthermore, it is expected, though not necessarily required, that any such
      substituted well location or drill site will be in the same general area as
      the
      site specified herein.





In
      addition, we would reserve the right to unitize or pool all of the wells in
      the
      selected geographical area into a common production pool or unit. In such event,
      the owners of the wells, which may include non-partnership investors of ours,
      will share in the revenue on a pro-rata basis.





We
      expect
      to participate in joint ventures with other entities in the development of
      some
      prospects. We will have the sole discretion in determining which prospects
      will
      be suitable for joint venture participation. In each such joint venture project,
      any such partnership would receive its pro rata portion of the 100% working
      interest and would be responsible for its pro rata share of costs and
      expenses.


*-
          4
          -*


Also,
      we
      may seek, investigate, and, if warranted, acquire one or more oil or gas
      properties. 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. We have very
      limited capital, and it is unlikely that we will be able to take advantage
      of
      more than one such business opportunity. We intend to seek opportunities
      demonstrating the potential of long-term growth as opposed to short-term
      earnings.





At
      the
      present time we have not identified any oil or gas business opportunity that
      we
      plan to pursue, nor have we reached any agreement or definitive understanding
      with any person concerning any business matter. No assurance can be given that
      we 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
      us or
      our stockholders.





MARKETS





Our
      initial marketing plan will be focused completely on developing oil and gas
      lease projects in which we can act either as the drilling operator for an
      investor group or as a broker of leases for a lessor. No efforts toward this
      marketing plan have been made as of the date hereof.





RAW
      MATERIALS





The
      use
      of raw materials is not now material factor in our operations at the present
      time.





CUSTOMERS
      AND COMPETITION





At
      the
      present time, we are expected to be experience intense competition in the
      acquisition of oil and gas leases. There are a number of established companies,
      many of which are larger and better capitalized than us and/or have greater
      personnel resources and technical expertise. In view of our extremely limited
      financial resources, we will be at a significant competitive disadvantage
      compared to our competitors.





BACKLOG





At
      December 31, 2005, we had no backlogs.





EMPLOYEES





At
      as of
      the date hereof, we have two employees, our President, Mr. Delaney and our
      Secretary, Mr. Parker, neither of whom presently receives any compensation.
      We
      do not plan to hire employees in the future.





PROPRIETARY
      INFORMATION





We
      have
      no proprietary information.





GOVERNMENT
      REGULATION AND ENVIRONMENTAL COMPLIANCE





We
      expect
      to be subject to material governmental regulation and environmental compliance
      and approvals customarily incident to the operation of an oil and gas company.
      The extent of such regulation cannot be determined at this time, since the
      properties to be explored have not yet been selected. It will be our policy
      to
      fully comply with all governmental regulation.





RESEARCH
      AND DEVELOPMENT





We
      have
      never spent any amount in research and development activities.





SUBSEQUENT
      EVENT





We
      completed a private placement in November, 2005. We raised $85,200 with the
      sale
      of common shares. The common shares have not yet been issued.


*-
          5
          -*


**ITEM
      2. DESCRIPTION OF PROPERTY.**





On
      November, 1, 2005, we acquired a 4% interest in twelve mineral leases located
      in
      Jasper County, Texas. We acquired these interests from an unaffiliated third
      party for $20,000 in cash. We anticipate seeing a revenue stream develop
      beginning in January, 2006.





Our
      headquarters are at P.O. Box 12483, Chandler, Arizona 85248, which is the
      address of our President. Our telephone number is (480)792-6603.We maintain
      a
      satellite office in Houston, Texas. It is located at 651 Bering, Suite 2002,
      Houston, Texas 77057. We have rented this office from a company owned by one
      of
      our shareholders. We pay $2,500 per month on a one year lease which began in
      July, 2005. Otherwise, we do not maintain any other facilities.





**ITEM
      3. LEGAL PROCEEDINGS.**





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





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





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





No
      matters were submitted to a vote of our security holders during the fourth
      quarter of the fiscal year which ended December 31, 2005.








**PART
      II**





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





There
      is
      currently no public trading market for our securities. The securities are held
      of record by a total of approximately 47 persons.





No
      dividends have been declared or paid on our 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.**





PLAN
      OF
      OPERATIONS





We
      have
      generated no revenues from our operations in recent years and have been a
      development stage company since our formation. Since we have not generated
      revenues and have not been in a profitable position, we operate with minimal
      overhead. Our primary activity will be to search for and to acquire oil and
      gas
      leases for our own account, and for the foreseeable future to search for and
      to
      acquire oil and gas leases for the account of our clients.





On
      November, 1, 2005, we acquired a 4% interest in twelve mineral leases located
      in
      Jasper County, Texas. We acquired these interests from an unaffiliated third
      party for $20,000 in cash. We anticipate seeing a revenue stream develop
      beginning in January, 2006. Otherwise, no leases or clients have been identified
      at this time.





We
      intend
      to develop oil and gas lease projects in which we can act either as the drilling
      operator for an investor group or as a broker of leases for a lessor and for
      the
      account of its clients. Leases may be received from individuals or companies
      by
      assignment under an agreement to develop or sell such leases on behalf of such
      persons. We also plan in the future to act as a broker for lease situations
      involving third parties.






*-
          6
          -*




We
      will
      focus our attention on drilling primarily in the same specific geographical
      area
      in which we plan to acquire interests. We plan to concentrate our activities
      in
      the Western United States. We plan to utilize various reporting services such
      as
      Petroleum Information and our contacts within the petroleum industry to identify
      drilling locations, companies and ownership activity. However, since the thrust
      of our initial efforts will be to acquire leases with a minimum of capital
      outlay, we will also look at situations in any other geographical area where
      such leases may be obtained. The ability to drill in a specific lease area
      will
      be secondary to the ability to acquire a lease on terms most favorable to us
      and
      at little or no capital outlay. At the present time, we have been looking for
      leases which meet the above-mentioned criteria but has not yet identified any
      lease situations which we believe would be appropriate for acquisition. We
      cannot predict when such identification will occur.





We
      expect
      to enter into turnkey drilling contracts with an unaffiliated third party for
      the drilling of any wells. At some later time, we may act as the driller of
      the
      wells, although there are no plans to do so at the present time. The costs
      of
      drilling wells have not been determined at this time. In any case, we will
      make
      every attempt to see that the well are drilled in such areas with our best
      estimate of making the best return on investment for us and our
      partners.





The
      turnkey drilling contract represents the cost of drilling and completion. If,
      in
      our sole opinion, a well should not be completed because it will not produce
      sufficient oil or gas to return a profit, then we would not anticipate expending
      the completion funds for such well.





It
      is
      currently anticipated that any wells to be drilled by us will be drilled within
      the geographical area or areas selected by us. However, once selected, if
      subsequent engineering evaluation indicates a more favorable location, we
      reserve the right to move the drill site or sites, as the case may be, to such
      location or locations, as the case may be. Any substituted well location or
      drill site would compare favorably with the general character of the site
      previously selected regarding degree of risk, drilling depth and cost.
      Furthermore, it is expected, though not necessarily required, that any such
      substituted well location or drill site will be in the same general area as
      the
      site specified herein.





In
      addition, we would reserve the right to unitize or pool all of the wells in
      the
      selected geographical area into a common production pool or unit. In such event,
      the owners of the wells, which may include non-partnership investors of ours,
      will share in the revenue on a pro-rata basis.





We
      expect
      to participate in joint ventures with other entities in the development of
      some
      prospects. We will have the sole discretion in determining which prospects
      will
      be suitable for joint venture participation. In each such joint venture project,
      any such partnership would receive its pro rata portion of the 100% working
      interest and would be responsible for its pro rata share of costs and
      expenses.





Also,
      we
      may seek, investigate, and, if warranted, acquire one or more oil or gas
      properties. 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. We have very
      limited capital, and it is unlikely that we will be able to take advantage
      of
      more than one such business opportunity. We intend to seek opportunities
      demonstrating the potential of long-term growth as opposed to short-term
      earnings.





At
      the
      present time we have not identified any oil or gas business opportunity that
      we
      plan to pursue, nor have we reached any agreement or definitive understanding
      with any person concerning any business matter. No assurance can be given that
      we 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
      us or
      our stockholders.





Our
      plan
      of operations for the next twelve months is to continue to carry out our plan
      of
      business discussed above. This includes seeking to complete a merger or
      acquisition transaction for oil or gas properties.





LIQUIDITY
      AND CAPITAL RESOURCES





As
      of the
      end of the reporting period, we had no material cash or cash equivalents. There
      was no significant change in working capital during this fiscal
      year.





Our
      management feels we have inadequate working capital to pursue any business
      opportunities other than seeking leases for acquisition and partnership with
      third parties. We will have negligible capital requirements prior to the consummation
      of any such acquisition. We so not intend to pay dividends in the foreseeable
      future.


*-
          7
          -*


We
      completed a private placement in November, 2005. We raised $85,200 with the
      sale
      of common shares. The common shares have not yet been issued.





We
      will
      not be required to raise additional funds, nor will our shareholders be required
      to advance funds in order to pay our current liabilities and to satisfy our
      cash
      requirements for the next twelve months.





**ITEM
      7. FINANCIAL STATEMENTS.**





Financial
      statements for the years ended December 31, 2005 and 2004 are presented in
      a
      separate section of this report following Item 14.





**ITEM
      8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**





There
      were no disagreements on accounting and financial disclosures with the present
      accounting firm during the reporting period.





**ITEM
      8A. CONTROLS AND PROCEDURES**





Evaluation
      of Disclosure Controls and Procedures


As
      of the
      end of the period covered by this annual report on Form 10-KSB, we evaluated
      the
      effectiveness of the design and operation of its disclosure controls and
      procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
      and 15d-15(e)). That evaluation was performed under the supervision and with
      the
      participation of its management, including its Chief Executive Officer and
      its
      Chief Financial Officer. Based on that evaluation, our Chief Executive Officer
      and Chief Financial Officer concluded that the Company's disclosure controls
      and
      procedures are effective to ensure that information required to be disclosed
      in
      the reports we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified by the SEC rules
      and
      forms, and that such information is accumulated and communicated to our
      management, including our certifying officer, to allow timely decisions
      regarding the required disclosure.





Changes
      in Internal Control over Financial Reporting


The
      Company has made no significant change in its internal control over financial
      reporting during the most recent fiscal quarter covered by this annual report
      on
      Form 10-KSB that has materially affected, or is reasonably likely to materially
      affect, its internal control over financial reporting.





**ITEM
      8B. OTHER INFORMATION.**





Nothing
      to report.





**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:





Name
            Age
            Positions
                Held and TenureMichael
                J. Delaney
            51
            President,
                Treasurer andDirectorDouglas
                Parker
            53
            Secretary
                and Director




The
      directors named above will serve until the next annual meeting of our
      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 our directors or officers or any other person pursuant to which
      any director or officer was or is to be selected as a director or
      officer.






*-
          8
          -*





Our
      directors and officers will devote his time to our 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





Michael
      Delaney, President, Treasurer and Director. In January, 1998, he became our
      President, Secretary, and sole Director. Since 1980, Mr. Delaney has also been
      the owner and president of MD Sales, a sales representative and consulting
      firm
      for various companies in product development, sales, and marketing. Mr. Delaney
      has served as a Director of Maui Capital Corporation from 1988 to 1995 and
      of
      Parkway Capital Corporation from 1988 to 1994.





Douglas
      Parker has been Secretary and a Director of our company since December, 2005.
      From 2004 to the present, he has also been the Chief Financial Officer of
      Production Enhancement Group, which is a private oil field services company.
      From 2004 to 2005, he was also the Chief Financial Officer of IIBEX Holdings,
      Inc, and its predecessor IIBEX, Ltd., a merchant banking firm. From August,
      2003
      to December 2004, he was the Chief Financial Officer and Senior Vice President
      of Operations of Tribune Direct, Inc., of Houston, Texas, a private company
      in
      the funeral products industry. From August, 2003 to December, 2003, he was
      also
      involved as a consultant to EPCglobal, Inc., a private United Kingdom company
      involved in engineering staffing. From January, 2003 to July, 2003, he was
      Chief
      Executive Officer and President of Pliant Technologies, Inc., of Houston, Texas,
      a private start-up software company. From 1995 to 2002, he was Chief Financial
      Officer and Corporate Controller of FS Strategies/Talent Tree, a nationwide
      private commercial staffing company with a primary focus on clerical, light
      industrial, health services, and information technology. He was also previously
      involved in the petroleum industry. Has been a Director of Tradestar Services,
      Inc., a public staffing company, since January, 2004. He is a Certified Public
      Accountant - Texas. Mr. Parker has an MBA, Finance and Taxation and a BBA,
      Accounting from the University of Houston. He currently devotes on an as needed
      basis to our business, which generally amounts to about five hours per
      month.





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





Mr.
      Delaney made a late filing of his Form 4 and Form 5 for the fiscal year. Mr.
      Parker made a late filing of his Forms 3 and 5 for the fiscal year ended
      December 31, 2005. Otherwise, we have no report to give with respect to any
      matters involving compliance with Section 16(a) of the Exchange
      Act.





**ITEM
      10. EXECUTIVE COMPENSATION.**





Our
      directors and officers received no remuneration from us during the fiscal year.
      Otherwise, until we acquire additional capital, our officers and directors
      will
      receive compensation from us for reimbursement only of out-of-pocket expenses.
      We have 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 March 15, 2006, 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 our Common Stock. Also included
      are the shares held by all executive officers and directors as a
      group.


*-
          9
          -*





Name and
            Number
                of Shares
            Percent
                ofAddress
            Owned
                Beneficially
            Class
                OwnedMichael
                J. Delaney
            1,253,965
            52%P.O.
                Box 12483Chandler,
                Arizona 85248Douglas
                Parker
            100,000
            4%P.O.
                Box 12483Chandler,
                Arizona 85248All
                directors andexecutive
                officers(2
                persons)
            1,353,965
            56%








**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





Conflicts
      of Interest





None
      of
      our officers will devote more than a portion of his time to our affairs. There
      will be occasions when the time requirements of our business conflict with
      the
      demands of the officer's other business and investment activities. Such
      conflicts may require that we 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 us.





Loans





As
      of
      December 31, 2005, the Company owed several shareholders a total of $17,700
      for
      prior advances. None of this indebtedness currently bears interest.





Lease





We
      maintain a satellite office in Houston, Texas. It is located at 651 Bering,
      Suite 2002, Houston, Texas 77057. We have rented this office from a company
      owned by one of our shareholders. We pay $2,500 per month on a one year lease
      which began in July, 2005.





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





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





Exhibit
                No.
            Document3.1 *
            Articles
                of Incorporation3.2 *
            Bylaws4.1 *
            Specimen
                Certificate10.1 *
            Partial
                Assignment and Bill of Sale of Oil, Gas and Mineral
                Leases31.1
            Certification
                of CEO/CFO pursuant to Sec. 30232.1
            Certification
                of CEO/CFO pursuant to Sec. 906





_________




*
      Previously filed.





We
      filed
      no reports Form 8-K during the last quarter of its fiscal year ending
      December 31, 2005.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Our
      independent auditor, Jaspers + Hall, PC, Certified Public Accountants, billed
      an
      aggregate of $1,000 for the year ended December 31, 2005 for professional
      services rendered for the audit of our annual financial statements and review
      of
      the financial statements included in our quarterly reports.





Our
      independent auditor, Michael Johnson & Co., LLC, Certified Public
      Accountants, billed an aggregate of $3,000 for the year ended December 31,
      2004
      for professional services rendered for the audit of our annual financial
      statements and review of the financial statements included in our quarterly
      reports.





We
      do not
      have an audit committee and as a result its entire board of directors performs
      the duties of an audit committee. Our board of directors evaluates the scope
      and
      cost of the engagement of an auditor before the auditor renders audit and
      non-audit services.


*-
          10
          -*


Boulder
        Capital Opportunities II, Inc.
  Financial
        Statements






*F-1*




***JASPERS
      + HALL, PC***


*CERTIFIED
      PUBLIC ACCOUNTANTS*


***9175
      E. Kenyon Avenue, Suite 100***


***Denver,
      CO 80237***


***303-796-0099***














REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM














Board
      of
      Directors


Boulder
      Capital Opportunities II, Inc.


Chandler,
      AZ








We
      have
      audited the accompanying balance sheet of Boulder Capital Opportunities II,
      Inc., (An Exploration Stage Company) as of December 31, 2005 and the related
      statements of operations, stockholders' equity, and cash flows for the year
      then
      ended and the period August 6,1996 (inception) to December 31, 2005. These
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States) per standard No. 1 of the PCAOB
      standards. Those standards require that we 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.
      We believe that our audit provides a reasonable basis for our
      opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Boulder Capital Opportunities
      II,
      Inc. as of December 31, 2005, and the results of its operations and cash flows
      for the year then ended in conformity with accounting principles generally
      accepted in the United States.





The
      financial statements for the year ended December 31, 2004 were audited by other
      accountants, whose report, dated March 8, 2005, expressed an unqualified opinion
      on those statements. They have not performed any auditing procedures since
      that
      date.








The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 3, conditions exist which
      raised substantial doubt about the Company’s ability to continue as a going
      concern unless it is able to generate sufficient cash flows to meet its
      obligations and sustain its operations. Management’s plans in regard to these
      matters are also described in Note 3. The financial statements do not include
      any adjustments that might result from the outcome of this uncertainty.





/s/
      Jaspers + Hall, PC


Jaspers
      +
      Hall, PC


March
      27,
      2006


September
      26, 2006





*F-2*


INDEPENDENT
      AUDITOR’S REPORT








Board
      of
      Directors


Boulder
      Capital Opportunities II, Inc.


Chandler,
      AZ








We
      have
      audited the accompanying balance sheet of Boulder Capital Opportunities II,
      Inc., (An Exploration Stage Company) as of December 31, 2004 and 2003, and
      the
      related statements of operations, stockholders’ equity, and cash flows for the
      years ended December 31, 2004 and 2003 and for the period August 6, 1996
      (inception) to December 31, 2004. These financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements, based on our audits.





We
      conducted our audits “in accordance with standards of the Public Company
      Accounting Oversight Board (United States)” as outlined in PCAOB Auditing
      Standard No. 1. Those standards require that we 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. We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Boulder Capital Opportunities
      II,
      Inc., as of December 31, 2004 and 2003, and the results of their operations
      and
      their cash flows for the years ended December 31, 2004 and 2003, and for the
      period August 6, 1996 (inception) to December 31, 2004, in conformity with
      accounting principles generally accepted in the United States.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 3 to the financial
      statements the Company is in the exploration stage, and will require funds
      from
      profitable operations, from borrowing or from sale of equity securities to
      execute its business plan. Management’s plans in regard to these matters are
      also discussed in Note 3. These factors raise substantial doubt about its
      ability to continue as a going concern. The financial statements do not include
      any adjustments that might result from this uncertainty.








/s/
      Michael Johnson & Co., LLC


Michael
      Johnson & Co., LLC


Denver,
      Colorado


March
      8,
      2005














*F-3*


BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Balance
      Sheets








Audited
            
            AuditedDecember
                31,2005
            
            2004**ASSETS;**Current
                Assets:Cash
            
            $
            37,184
            
            $
            -**Total
                Current Assets**
            
            
            37,184
            
            
            -Other
                Assets:Rent
                Deposit
            
            
            2,500Purchase
                of Oil
                Leases
            
            
            20,000
            
            
            -**Total
                Other Assets**
            
            
            22,500
            
            
            -**TOTAL
                ASSETS**
            
            $
            59,684
            
            $
            -**LIABILITIES
                & STOCKHOLDERS' EQUITY**Current
                Liabilities:Accounts
                Payable
            
            $
            -
            
            $
            8,374Notes
                Payable - Stockholder
            
            
            -
            
            
            17,700**Total
                Current Liabilities**
            
            
            -
            
            
            26,074**Stockholders'
                Equity**Preferred
                stock, no par value, 10,000,000 sharesauthorized, none issued or outstandingCommon
                stock, no par value, 100,000,000 sharesauthorized, 2,430,200 issued and outstanding December 31,
                2005
            
            
            144,164
            
            
            114,1642,230,000 shares issued and outstanding December 31, 2004Stocks
                to be issued
            
            
            85,200Deficit
                accumulated during theexploration stage
            
            
            (169,680
            )
            
            (140,238
            )**Total
                Stockholders' Equity**
            
            
            59,684
            
            
            (26,074
            )**TOTAL
                LIABILITES & STOCKHOLDERS' EQUITY**
            
            $
            59,684
            
            $
            -







The
      accompanying notes are an integral part of these financial
      statements.




*F-4*








BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Statements
      of Operations








August
                6, 1996Year
                Ended
            
            (Inception)
                toDecember
                31,
            
            December
                31,2005
            
            2004
            
            2005**Revenue:**Rental
                Income
            
            $
            -
            
            $
            -
            
            $
            5,000**Total
                Income**
            
            
            -
            
            
            -
            
            
            5,000**Costs
                and Expenses:**Amortization
            
            
            -
            
            
            -
            
            
            28,400Professional
                Fees
            
            
            11,586
            
            
            -
            
            
            105,587Other
                Expenses
            
            
            17,856
            
            
            13,865
            
            
            40,769**Total
                Operating Expenses**
            
            
            29,442
            
            
            13,865
            
            
            174,756**Other
                Income and Expenses:**Interest
                Income
            
            
            -
            
            
            -
            
            
            76**Total
                Other Income & Expenses**
            
            
            -
            
            
            -
            
            
            76**Net
                Loss**
            
            $
            (29,442
            )
            $
            (13,865
            )
            $
            (169,680
            )**Per
                Share Information:**Weighted
                average numberof
                common shares outstanding
            
            
            2,297,597
            
            
            2,230,200Net
                Loss per common share
            
            $
            (0.01
            )
            
            *





____________





*
      Less
      than $.01





The
      accompanying notes are an integral part of these financial
      statements.





*F-5*


BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Stockholders'
      Equity (Deficit)


December
      31, 2005





Deficit**COMMON
                STOCKS**
            
            
            
            Accum.
                During
            
            TotalStocks
                to
            
            Exploration
            
            Stockholders'#
                of Shares
            
            Amount
            
            Be
                Issued
            
            Stage
            
            EquityBalance
                - August 8, 1996
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of stock for compensation
            
            
            710,000
            
            
            28,400
            
            
            -
            
            
            -
            
            
            28,400Issuance
                of stock for cash
            
            
            100,000
            
            
            4,000
            
            
            -
            
            
            -
            
            
            4,000Issuance
                of stock for cash
            
            
            200,000
            
            
            8,000
            
            
            -
            
            
            -
            
            
            8,000Net
                Loss for Period
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,448
            )
            
            (6,448
            )Balance
                - August 31, 1996
            
            
            1,010,000
            
            
            40,400
            
            
            -
            
            
            (6,448
            )
            
            33,952Issuance
                of stock for compensation
            
            
            20,200
            
            
            20,200
            
            
            -
            
            
            -
            
            
            20,200Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            (32,493
            )
            
            (32,493
            )Balance
                - August 31, 1997
            
            
            1,030,200
            
            
            60,600
            
            
            -
            
            
            (38,941
            )
            
            21,659Additional
                paid-in capital
            
            
            -
            
            
            5,564
            
            
            -
            
            
            -
            
            
            5,564Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,792
            )
            
            (12,792
            )Balance
                - December 31, 1998
            
            
            1,030,200
            
            
            66,164
            
            
            -
            
            
            (51,733
            )
            
            14,431Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            (17,940
            )
            
            (17,940
            )Balance
                - December 31, 1999
            
            
            1,030,200
            
            
            66,164
            
            
            -
            
            
            (69,673
            )
            
            (3,509
            )Issuance
                of stock for compensation
            
            
            1,200,000
            
            
            48,000
            
            
            -
            
            
            -
            
            
            48,000Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            (48,000
            )
            
            (48,000
            )Balance
                - December 31, 2000
            
            
            2,230,200
            
            
            114,164
            
            
            -
            
            
            (117,673
            )
            
            (3,509
            )Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - December 31, 2001
            
            
            2,230,200
            
            
            114,164
            
            
            -
            
            
            (117,673
            )
            
            (3,509
            )Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - December 31, 2002
            
            
            2,230,200
            
            
            114,164
            
            
            -
            
            
            (117,673
            )
            
            (3,509
            )Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            (8,700
            )
            
            (8,700
            )Balance
                - December 31, 2003
            
            
            2,230,200
            
            
            114,164
            
            
            -
            
            
            (126,373
            )
            
            (12,209
            )Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            
            (13,865
            )
            
            (13,865
            )Balance
                - December 31, 2004
            
            
            2,230,200
            
            
            114,164
            
            
            -
            
            
            (140,238
            )
            
            (26,074
            )Stock
                issued for cash
            
            
            200,000
            
            
            30,000
            
            
            -
            
            
            -
            
            
            30,000Stocks
                to be Issued
            
            
            -
            
            
            -
            
            
            85,200
            
            
            -
            
            
            85,200Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            
            
            
            (29,442
            )
            
            (29,442
            )Balance
                - December 31, 2005
            
            
            2,430,200
            
            $
            144,164
            
            $
            85,200
            
            $
            (169,680
            )
            $
            59,684







The
      accompanying notes are an integral part of these financial
      statements.


*F-6*


BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Statements
      of Cash Flow





Indirect
      Method







August
                6, 1996Year
                Ended
            
            (Inception)
                toDecember
                31,
            
            December
                31,2005
            
            2004
            
            2005**Cash
                Flows from Operating Activities:**Net
                Loss
            
            $
            (29,442
            )
            $
            (13,865
            )
            $
            (169,680
            )Stock
                issued for services
            
            
            -
            
            
            -
            
            
            96,600Adjustment
                to
                reconcile net loss to netcash provided by operating activitiesAmortization
            
            
            -
            
            
            -
            
            
            28,400(Increase)
                Rent
                deposit
            
            
            (2,500
            )
            
            
            
            
            (2,500
            )Increase
                (Decrease) in Accounts Payable
            
            
            (8,374
            )
            
            4,865
            
            
            -**Net
                Cash Used In Operating Activities**
            
            
            (40,316
            )
            
            (9,000
            )
            
            (47,180
            )**Cash
                Flows from Investing Activities:**Acquisition
                of
                Oil Leases
            
            
            (20,000
            )
            
            
            
            
            (20,000
            )Acquisiton
                of
                organizational services
            
            
            -
            
            
            -
            
            
            (28,400
            )**Net
                Cash used in Investing Activities**
            
            
            (20,000
            )
            
            -
            
            
            (48,400
            )**Cash
                Flows from Financing Activities:**Proceeds
                from
                Stockholders
            
            
            -
            
            
            9,000
            
            
            17,700Payment
                of Notes Payable
            
            
            (17,700
            )
            
            -
            
            
            (17,700
            )Stocks
                to be issued
            
            
            85,200
            
            
            
            
            
            85,200Issuance
                of
                stock
            
            
            30,000
            
            
            -
            
            
            47,564**Net
                Cash Provided by Finacing Activities**
            
            
            97,500
            
            
            -
            
            
            132,764**Net
                Increase in Cash & Cash Equivalents**
            
            
            37,184
            
            
            -
            
            
            37,184**Beginning
                Cash & Cash Equivalents**
            
            
            -
            
            
            -
            
            
            -**Ending
                Cash & Cash Equivalents**
            
            $
            37,184
            
            $
            -
            
            $
            37,184**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION**Cash
                paid for Interest
            
            $
            -
            
            $
            -
            
            $
            -Cash
                paid for Income Taxes
            
            $
            -
            
            $
            -
            
            $
            -**NON-CASH
                TRANSACTIONS**Stock
                issued for compensation
            
            $
            -
            
            $
            -
            
            $
            96,600






The
      accompanying notes are an integral part of these financial
      statements.


*F-7*


BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Notes
      to
      Financial Statements


December
      31, 2005








Note
      1 -
      Organization and Summary of Significant Accounting Policies:





Organization:





The
      Company was incorporated on August 6, 1996, in the state of Colorado. The
      Company is in the exploration stages and was originally organized for the
      purpose of operating as a capital market access corporation and to acquire
      one
      or more existing businesses through merger or acquisition. The Company has
      changed its focus and is now in the oil and gas business, with an emphasis
      on
      acquisition of producing properties. We maintain a satellite office in Houston,
      Texas which is leased for $2,500 per month on a one year lease. The Company's
      fiscal year end is December 31.





Basis
      of
      Presentation - Exploration Stage Company:





The
      Company has not earned significant revenues from limited principal operations.
      Accordingly, the Company's activities have been accounted for as those of an
      "Exploration Stage Enterprise" as set forth in Financial Accounting Standards
      Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7
      are
      that the Company's financial statements be identified as those of an exploration
      stage company, and that the statements of operations, stockholders' equity
      (deficit) and cash flows disclose activity since the date of the Company's
      inception.





Basis
      of
      Accounting:





The
      accompanying financial statements have been prepared on the accrual basis of
      accounting in accordance with accounting principles generally accepted in the
      United States.





Cash
      and
      Cash Equivalents:





The
      Company considers all highly liquid debt instruments, with an original maturity
      of three months to be cash equivalents.





Use
      of
      estimates:





The
      preparation of financial statements, in conformity with generally accepted
      accounting principles, requires management to make estimates and assumptions
      that affect certain reported amounts of assets and liabilities at the date
      of
      the financial statements. Actual results could differ from those estimates.





Net
      Loss
      Per Share





Net
      loss
      per share is based on the weighted average number of common shares outstanding
      during the period.





Other
      Comprehensive Income





The
      Company has no material components of other comprehensive income (loss), and
      accordingly, net loss is equal to comprehensive loss in all periods. No
      securities were included in the computation of diluted net earnings per share
      as
      their effect would have been anti-dilutive.





*F-8*





BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Notes
      to
      Financial Statements


December
      31, 2005





Note
      2 -
      Federal Income Taxes:





The
      Company has made no provision for income taxes because there have been no
      operations to date causing income for financial statements or tax
      purposes.





The
      Financial Accounting Standards Board (FASB) has issued Statement of Financial
      Accounting Standards Number 109 ("SFAS 9"). "Accounting for Income Taxes",
      which
      requires a change from the deferred method to the asset and liability method
      of
      accounting for income taxes. Under the asset and liability method, deferred
      income taxes are recognized for the tax consequences of "temporary differences"
      by applying enacted statutory tax rates applicable to future years to
      differences between the financial statement carrying amounts and the tax basis
      of existing assets and liabilities.





Deferred
      tax assets:





Net operating loss carryforwards
            
            $
            169,680Valuation
                allowance
            
            
            (169,680
            )Net
                deferred tax assets
            
            $
            0





At
      December 31, 2005, the Company had net operating loss carryforwards of
      approximately $169,680 for federal income tax purposes. These carryforwards
      if
      not utilized to offset taxable income will begin to expire in 2010.





Note
      3 -
      Going Concern:





The
      financial statements of the Company have been presented on the basis that they
      are a going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. The Company has
      an
      accumulated deficit at December 31, 2005 of $169,680.





The
      future success of the Company is likely dependent on its ability to attain
      additional capital, or to find an acquisition to add value to its present
      shareholders and ultimately, upon its ability to attain future profitable
      operations. There can be no assurance that the Company will be successful in
      obtaining such financing, or that it will attain positive cash flow from
      operations. Management believes that actions presently being taken to revise
      the
      Company's operating and financial requirements provide the opportunity for
      the
      Company to continue as a going concern.





Note
      4 -
      Capital Stock Transactions:





The
      authorized common shares of stock of the Company, was established at 100,000,000
      with no par value. The Company issued 200,000 shares of common stock during
      the
      year ended December 31, 2005. The authorized preferred shares of stock of the
      Company, was established at 10,000,000 with no par value. There have been no
      shares of preferred stock issued. In November 2005 the Company did a Private
      Placement of common stocks and have received Capital Investments of $85,200
      for
      552,003 shares of common stock to be issued in 2006


*F-9*





BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Notes
      to
      Financial Statements


December
      31, 2005














Note
      5 -
      Segment Information:





Boulder
      Capital Opportunities II, Inc. operates primarily in a single operating segment,
      the capital marketing access business for the purpose of merger and acquisitions
      in the gas and oil business.





Note
      6 -
      Financial Accounting Developments:





Recently
      Issued Accounting Pronouncements





In
      February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
      No.
      150, "Accounting for Certain Financial Instruments with Characteristics of
      Both
      Liabilities and Equity". The provisions of SFAS 150 are effective for financial
      instruments entered into or modified after May 31, 2003, and otherwise are
      effective at the beginning of the first interim period beginning after June
      15,
      2003, except for mandatory redeemable financial instruments of nonpublic
      entities. The Company has not issued any financial instruments with such
      characteristics.





In
      December 2003, the FASB issued FASB Interpretation No. 46 (revised December
      2003), "Consolidation of Variable Interest Entities" (FIN No. 46R), which
      addresses how a business enterprise should evaluate , whether it has a
      controlling financial interest in an entity through means other than voting
      rights and accordingly should consolidate the entity. FIN No. 46R replaces
      FASB
      Interpretation No. 46, "Consolidation of Variable Interest Entities", which
      was
      issued in January 2003. Companies are required to apply FIN 46R to variable
      interests in variable interest entities ("VIE") created after December 31,
      2003.
      For variable interest in VIEs created before January 1, 2004 the interpretation
      is applied beginning January 1, 2005. For any VIEs that must be consolidated
      under FIN No. 46R that were created before January 1, 2004, the assets,
      liabilities and non-controlling interests of the VIE initially are measured
      at
      their carrying amounts with any difference between the net amount added to
      the
      balance sheet and any previously recognized interest being recognized as the
      cumulative effect of an accounting change. If determining the carrying value
      is
      not practicable, fair value at the date FIN No. 46R first applies may be used
      measure the assets, liabilities and non-controlling interest of the VIE. The
      Company does not have any interest in VIEs.





In
      December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based
      Payment" which amends FASB Statement No. 123 and will be effective for public
      companies for interim or annual periods beginning June 15, 2005. The new
      statement will require entities to expense employee stock options and other
      share-based payments. The new standard may be adopted in one of three ways
      - the
      modified prospective transition method, a variation of the modified transition method
      or
      the modified retrospective transition method. The Company is to evaluate how
      it
      will adopt the standard and the evaluation the effect that the adoption of
      SFAS
      123R will have on the financial position and results of
      operations.


*F-10*





BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Notes
      to
      Financial Statements


December
      31, 2005





Note
      6 -
      Financial Accounting Developments (Cont):





In
      November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
      of
      ARB No. 43, Chapter 4." The statement amends the guidance in ARB No. 43, Chapter
      4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
      facility expense, freight, handling costs and wasted material (spoilage).
      Paragraph 5 of ARB No. 43, Chapter 4 previously stated that "under some
      circumstances, items such as idle facility expense, excessive spoilage, double
      freight and rehandling costs may be so abnormal as to require treatment as
      current period charges". SFAS No. 151 requires that those items be recognized
      as
      current-period charges regardless of whether they meet the criterion of "so
      abnormal". In addition, this statement requires that allocation of fixed
      production overhead to the costs of conversion be based on the prospectively
      and
      are effective for inventory costs incurred during fiscal years beginning after
      June 15, 2005, with earlier application permitted for inventory costs incurred
      during fiscal years beginning after the date this Statement is issued. The
      adoption of SFAS No. 151 does not have an impact on the Company's financial
      position and results of operations.





In
      December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets,
      an
      amendment of APB Opinion No. 29. The guidance in APB opinion No. 29, Accounting
      for Non-monetary Transactions, is based on the principle that exchange of
      non-monetary assets should be measured on the fair value of the assets
      exchanges. The guidance in that Opinion, however, included certain exceptions
      to
      that principle. This Statement amends Opinion 29 to eliminate the exception
      for
      non-monetary exchanges of similar productive assets that do not have commercial
      substance. A non-monetary has commercial substance if the future cash flows
      of
      the entity are expected to change significantly as a result of the exchange.
      SFAS No. 153 is effective for non-monetary exchanges occurring in fiscal periods
      beginning June 15, 2005. The adoption of SFAS No. 153 is not expected to have
      an
      impact on the Company's financial position and results of
      operations.





In
      March
      2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional
      Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance relating
      to
      the identification of and financial reporting for legal obligations to perform
      an asset retirement activity. The Interpretation requires recognition of a
      liability for the fair value of a conditional asset retirement obligation when
      incurred if the liability's fair value can be reasonably estimated. FIN 47
      also
      defines when an entity would have sufficient information to reasonably estimate
      the fair value of an asset retirement obligation. The provision is effective
      no
      later than the end of fiscal years ending after December 15, 2005. The Company
      will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does
      not
      believe the adoption will have a material impact on its consolidated financial
      position or results of operations or cash flows.





In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
      ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20
      "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
      Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides
      guidance on the accounting for and reporting of accounting changes and error
      corrections. It establishes retrospective application, or the latest practicable
      date, as the required method for reporting a change in accounting principle
      and
      the reporting of a correction of an error. SFAS 154 is effective for accounting
      changes and a correction of errors made in fiscal years beginning after December
      15, 2005 and is required to be adopted by the Company in the first quarter
      of
      2006. The Company is currently evaluating the effect
      that the adoption of SFAS 154 will have on its results of operations and
      financial condition but does not expect it to have a material
      impact.


*F-11*








BOULDER
      CAPITAL OPPORTUNITIES II, INC.


(An
      Exploration Stage Company)


Notes
      to
      Financial Statements


December
      31, 2005





Note
      6 -
      Financial Accounting Developments (Cont):





In
      June
      2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue
      05-6, Determining the Amortization Period for Leasehold Improvements, which
      requires that leasehold improvements acquired in a business combination
      purchased subsequent to the inception of a lease be amortized over the lesser
      of
      the useful life of the assets or a term that includes renewals that are
      reasonably assured at the date of the business combination or purchase. EITF
      05-6 is effective for periods beginning after July 1, 2005. We do not expect
      the
      provisions of this consensus to have a material impact on the financial
      position, results of operations or cash flows.





Note
      7 -
      Subsequent Event:





The
      Company has raised an additional $5,000 as of February 3, 2006 when the offering
      was closed, for an additional 233,334 shares of common stock to be issued
      in April 2006.





Note
      8 -
      Oil and Gas Leases:





In
      November 2005 the Company issued a check for $20,000 to Michael Hopkins
      (Petroleum Resource Management Company) to purchase of a 4% interest in twelve
      mineral leases located in Jasper County, Texas. The properties have not been
      improved as of December 31, 2005.


*F-12*


**Signatures**





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





**BOULDER
      CAPITAL OPPORTUNITIES II, INC.**





By: /s/
      Michael J. Delaney


Michael
      J. Delaney


Director,
      Principal Executive Officer,


and
      Principal Financial Officer





Date:
      February 5, 2007







By: /s/
      Douglas Parker


Douglas
      Parker


Director





Date:
      February 5, 2007





*11*