U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB
                           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 Employer
of Incorporation)                                            Identification No.)


P.O. Box 890261
Temecula, California                                         92589
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number: (909)693-2285

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 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 ....  No ..X..

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  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:  1,030,200  as of  May  1,  1999
(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
August 8, 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.

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

     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 business 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  investment
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.

     Following closing of any proposed stock sale,  current management will have
no further  control  over  conduct of the  Company's  business.  In the  future,
depending  upon the nature of the  transaction,  the then  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.

<PAGE>


INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of the Company's  officers.  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.

     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.

<PAGE>


FORM OF ACQUISITION

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities 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 P.O.  Box  890261  Temecula,
California  92589,  which is the address of its sole Officer and  Director.  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  tocarry  out its plan of  operations  described  herein.  The
Company's telephone number is (909)693-2285

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 December 31, 1998.


<PAGE>

                                 Part II

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

     There is currently no public trading  market for the Company's  securities.
The securities are held of record by a total of approximately 10 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,  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,  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.

     The  Company  will  not 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.

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


The Board of Directors
Boulder Capital Opportunities II, Inc.
Boulder, CO


We have audited the accompanying balance sheets of Boulder Capital Opportunities
II,  Inc.  (a  development-stage  company)  as of August 31, 1998 and August 31,
1997, and the related  statements of operations,  stockholders'  equity and cash
flows for the period from August 8, 1996 (date of inception)  through August 31,
1997 and the year ending August 31, 1998.  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 generally accepted auditing standards.
Those standards require that we plan and perform the audits 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.  (a  development-stage  company)  as of August 31, 1998 and August 31,
1997, and the results of its operations, changes in its stockholders' equity and
its cash flows for the period  from August 8, 1996 (date of  inception)  through
August 31, 1997 and the year ended August 31, 1998 in conformity  with generally
accepted accounting principles.

The  accompanying  balance  sheets have been prepared  assuming that the Company
will  continue  as a going  concern.  As  described  in Note 2 to the  financial
statements,  the Company has suffered recurring losses from operations and has a
net working capital  deficiency that raise substantial  doubts about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


                                            Schumacher & Associates, Inc.
                                            Certified Public Accountants
                                            12835 E. Arapahoe Road
                                            Tower II, Suite 110
                                            Englewood, CO 80112
January 2, 1999

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                                      August 31,      August 31,
                                                         1997            1998
                                                         ----            ----

                                     ASSETS
                                     ------

Current Assets:
  Cash                                                 $    382        $   --
                                                       --------        --------
Total Current Assets                                        382            --
                                                       --------        --------

Organization costs, net of
 amortization                                            22,247          16,567
                                                       --------        --------

TOTAL ASSETS                                           $ 22,629        $ 16,567
                                                       ========        ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
  Accounts payable                                     $    970        $  1,168
                                                       --------        --------
         Total Current Liabilities                          970           1,168
                                                       --------        --------

TOTAL LIABILITIES                                           970           1,168
                                                       --------        --------

Stockholders' Equity:
  Preferred stock, no par value
   10,000,000 shares authorized,
   none issued and outstanding                             --              --
  Common stock, no par value
   100,000,000 shares authorized,
   1,030,200 issued and outstanding                      60,600          60,600
  Additional paid-in capital                               --             3,985
  Accumulated (Deficit)                                 (38,941)        (49,186)
                                                       --------        --------

TOTAL STOCKHOLDERS' EQUITY                               21,659          15,399
                                                       --------        --------

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                                  $ 22,629        $ 16,567
                                                       ========        ========


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


<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


                                   For the period                 For the period
                                   August 8, 1996   For the Year  August 8, 1996
                                   (Inception) to      Ended      (Inception) to
                                      August 31,     August 31,     August 31,
                                         1997           1998           1998
                                     -----------    -----------    -----------



Revenue                              $     5,000    $      --      $     5,000
                                     -----------    -----------    -----------

Expenses:
 Amortization                              6,153          5,680         11,833
 Professional fees                        10,868          3,167         14,035
 Stock issued for services (Note 3)       20,200           --           20,200
 Other                                     6,796          1,398          8,194
                                     -----------    -----------    -----------
                                          44,017         10,245         54,262
                                     -----------    -----------    -----------

Net Operating(Loss)                  $   (39,017)   $   (10,245)   $   (49,262)
                                     -----------    -----------    -----------

Other Income
 Interest income                              76           --               76
                                     -----------    -----------    -----------

Net (Loss)                           $   (38,941)   $   (10,245)   $   (49,186)
                                     ===========    ===========    ===========

Per Share                            $      (.04)   $      (.01)   $      (.05)
                                     ===========    ===========    ===========

Weighted Average Shares
 Outstanding                           1,030,200      1,030,200      1,030,200
                                     ===========    ===========    ===========



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

<PAGE>
<TABLE>
<CAPTION>

                                    BOULDER CAPITAL OPPORTUNITIES II, INC.
                                    --------------------------------------
                                         (A Development Stage Company)

                                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                         For the Period from August 8, 1996
                                    (date of inception) through August 31, 1998


                                                                              Additional
                             Preferred   Stock      Common       Stock         paid-in     Accumulated
                             No./Shares  Amount   No./Shares     Amount        capital      (Deficit)       Total
                             ----------  ------   ----------     ------        -------      ---------       -----

<S>                          <C>         <C>      <C>            <C>           <C>          <C>            <C>
Balance at August 8, 1996         --     $--           --       $    --       $    --       $    --        $    --


Common stock issued for
services, at inception,
at $.04 per share                 --      --        710,000        28,400          --            --           28,400


Common stock issued for
cash at $.0025 per share          --      --        100,000         4,000          --            --            4,000


Common stock issued for
cash at $.04 per share            --      --        100,000         4,000          --            --            4,000

Common stock subscribed
at $.04 per share                 --      --        100,000         4,000          --            --            4,000

Net loss-one month period
ended August 31, 1996             --      --           --            --            --          (6,448)        (6,448)
                                  --     ----     ---------     ---------     ---------     ---------      ---------

Balance at August 31, 1996        --      --      1,010,000        40,400          --          (6,448)        33,952

Common stock issued for
services at $1.00 per share       --      --         20,200        20,200          --            --           20,200

Net loss-year ended
August 31, 1997                   --      --           --            --            --         (32,493)       (32,493)
                                  --     ----     ---------     ---------     ---------     ---------      ---------

Balance at August 31, 1997        --      --      1,030,200        60,600          --         (38,941)        21,659

Additional paid-in capital                --           --            --            --           3,985          3,985

Net loss-year ended
August 31, 1998                   --      --           --            --            --         (10,245)       (10,245)
                                  --     ----     ---------     ---------     ---------     ---------      ---------

Balance at August 31, 1998        --     $--      1,030,200     $  60,600     $   3,985     $ (49,186)     $  15,399
                                  ==     ====     =========     =========     =========     =========      =========




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


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                                      For the period                For the period
                                      August 8, 1996  For the year  August 8, 1996
                                      (Inception) to      Ended     (Inception) to
                                        August 31,      August 31,     August 31,
                                           1997           1998            1998
                                           ----           ----            ----

Operating Activities:
<S>                                      <C>            <C>             <C>
 Net (Loss)                              $(38,941)      $(10,245)       $(49,186)
 Adjustment to reconcile net
 (loss) to net cash provided
 by operating activities:
  Amortization                              6,153          5,680          11,833
  Increase in accounts payable
   and accrued expenses                       970            198           1,168
  Stock issued for services                23,950           --            23,950
                                         --------       --------        --------

 Net Cash (Used in) Operating
  Activities                               (7,868)        (4,367)        (12,235)
                                         --------       --------        --------

Cash Flows from Investing
 Activities                                  --             --              --
                                         --------       --------        --------

Cash Flows from Financing Activities:
 Additional paid-in capital                  --            3,985           3,985
 Issuance of common stock                   8,250           --             8,250
                                         --------       --------        --------

Net Cash Provided by Financing
 Activities                                 8,250          3,985          12,235
                                         --------       --------        --------

Increase (decrease) in Cash                   382           (382)           --

Cash, Beginning of Period                    --              382            --
                                         --------       --------        --------

Cash, End of Period                      $    382       $   --          $   --
                                         ========       ========        ========

Interest Paid                            $   --         $   --          $   --
                                         ========       ========        ========

Income Taxes Paid                        $   --         $   --          $   --
                                         ========       ========        ========


Note: On August 8, 1996,  professional  services  capitalized as  organizational
costs valued at $28,400 were exchanged for 710,000 shares of common stock.

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


</TABLE>

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 1998

(1)  Summary of Accounting Policies

     This  summary  of  significant   accounting  policies  of  Boulder  Capital
     Opportunities  II, Inc.  (Company) is presented to assist in  understanding
     the Company=s financial statements.  The financial statements and notes are
     representations  of the Company=s  management who is responsible  for their
     integrity and objectivity.  These accounting  policies conform to generally
     accepted  accounting  principles and have been consistently  applied in the
     preparation of the financial statements.

     (a)  Description of Business

          The Company was  organized on August 8, 1996, in the State of Colorado
          for  the  purpose  of  engaging  in  any  lawful  business  but  it is
          management's plan to seek a business combination.  The Company is in a
          development-stage  and its intent is to  operate  as a capital  market
          access  corporation  and to acquire  one or more  existing  businesses
          through  merger or  acquisition.  The Company  has had no  significant
          business  activity to date. The Company has selected  August 31 as its
          year end.

     (b)  Use of Estimates in the Preparation of Financial Statements

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported  amounts of revenue
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

     (c)  Organization Costs

          Costs incurred to organize the Company include costs for  professional
          fees and are being  amortized  on a  straight-line  basis over a sixty
          month period.

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 1998

(1)  Summary of Accounting Policies, Continued

     (d)  Income Taxes

          As of August 31, 1998, the Company had net operating  losses available
          for carryover to future years of  approximately  $49,186,  expiring in
          2012.  Because of the  change in  ownership  described  in Note 5, the
          utilization of these  carryovers  may be restricted.  As of August 31,
          1998, the Company has deferred tax assets of approximately  $9,837 due
          to operating loss carryforwards.  However,  because of the uncertainty
          of potential  realization of these assets,  the Company has provided a
          valuation  allowance for the entire  $9,837.  Thus, no tax assets have
          been recorded in the financial statements as of August 31, 1998.

(2)  Basis of Presentation - Going Concern

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles,  which contemplates  continuation
     of the Company as a going  concern.  However,  the  Company  has  sustained
     operating losses since inception and has a net working capital  deficiency.
     These  matters  raise  substantial  doubt  about the  Company=s  ability to
     continue as a going concern.  Management is attempting to locate a business
     combination candidate.

     In view of these  matters,  continuing as a going concern is dependent upon
     the Company=s ability to meet its financing requirements,  raise additional
     capital,  and the  success  of its future  operations  or  completion  of a
     successful business  combination.  Management believes that actions planned
     and presently  being taken to revise the Company=s  operating and financial
     requirements provide the opportunity for the Company to continue as a going
     concern.

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 1998

(3)  Common Stock Issued

     On August 8, 1996,  the Company  issued  710,000 shares of its no par value
     common stock to affiliates for organizational services valued at their fair
     market value of $28,400.

     On August 8, 1996,  the Company  issued  100,000 shares of its no par value
     common  stock to its  President  at $0.0025  per share for cash of $250 and
     $0.0375 per share in exchange for officer compensation of $3,750, $4,000 in
     total.

     On August 31, 1996,  the Company  issued 100,000 shares of its no par value
     common stock to various  investors for $4,000;  100,000  additional  shares
     remain  subscribed  for  at  August  31,  1996.  These  were  collected  in
     September, 1996.

     During the period ended August 31, 1997 the Company issued 20,200 shares of
     its no par value common stock for services valued at $20,200.

(4)  Related Party Transactions

     At  August  31,  1997,  the  Company  owed  $818  in  attorney=s  fees to a
     shareholder of the Company.

(5)  Change in Control

     Effective October 15, 1997, the shareholders of the Company entered into an
     agreement  to sell shares of their  restricted  common  stock to an outside
     party which resulted in a change in control of the Company.

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

The Board of Directors
Boulder Capital Opportunities II, Inc.
Boulder, CO

We have audited the accompanying balance sheets of Boulder Capital Opportunities
II, Inc. (a  development-stage  company) as of December  31, 1998 and August 31,
1998, and the related  statements of operations,  stockholders'  equity and cash
flows for the period from August 8, 1996 (date of inception)  through August 31,
1997,  for the year  ending  August 31,  1998,  and for the four  months  ending
December 31, 1998.  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 generally accepted auditing standards.
Those standards require that we plan and perform the audits 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. (a  development-stage  company) as of December  31, 1998 and August 31,
1998, and the results of its operations, changes in its stockholders' equity and
its cash flows for the period  from August 8, 1996 (date of  inception)  through
August 31,  1997,  for the year ended  August 31,  1998 and for the four  months
ended  December  31,  1998 in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  balance  sheets have been prepared  assuming that the Company
will  continue  as a going  concern.  As  described  in Note 2 to the  financial
statements,  the Company has suffered recurring losses from operations and has a
net working capital  deficiency that raise substantial  doubts about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


                                            Schumacher & Associates, Inc.
                                            Certified Public Accountants
                                            12835 E. Arapahoe Road
                                            Tower II, Suite 110
                                            Englewood, CO 80112
January 2, 1999

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                                     August 31,     December 31,
                                                        1998            1998
                                                      --------        --------

                                     ASSETS
                                     ------

Current Assets:
  Cash                                                $   --          $   --
                                                      --------        --------
  Total Current Assets                                    --              --
                                                      --------        --------

Organization costs, net of
 amortization                                           16,567          14,674
                                                      --------        --------

TOTAL ASSETS                                          $ 16,567        $ 14,674
                                                      ========        ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
  Accounts payable                                    $  1,168        $    243
                                                      --------        --------
         Total Current Liabilities                       1,168             243
                                                      --------        --------

TOTAL LIABILITIES                                        1,168             243
                                                      --------        --------

Stockholders' Equity:
  Preferred stock, no par value
   10,000,000 shares authorized,
   none issued and outstanding                            --              --
  Common stock, no par value
   100,000,000 shares authorized,
   1,030,200 issued and outstanding                     60,600          60,600
  Additional paid-in capital                             3,985           5,564
  Accumulated (Deficit)                                (49,186)        (51,733)
                                                      --------        --------

TOTAL STOCKHOLDERS' EQUITY                              15,399          14,431
                                                      --------        --------

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                                 $ 16,567        $ 14,674
                                                      ========        ========



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

<PAGE>
<TABLE>
<CAPTION>

                             BOULDER CAPITAL OPPORTUNITIES II, INC.
                             --------------------------------------
                                  (A Development Stage Company)

                                    STATEMENTS OF OPERATIONS

                                    For the period                                For the period
                                    August 8, 1996   For the Year   For the Four  August 8, 1996
                                    (Inception) to      Ended       Months Ended  (Inception) to
                                      August 31,      August 31,    December 31,   December 31,
                                         1997            1998           1998          1998
                                      -----------    -----------    -----------    ----------



<S>                                   <C>            <C>            <C>            <C>
Revenue                               $     5,000    $      --      $      --      $    5,000
                                      -----------    -----------    -----------    ----------

Expenses
 Amortization                               6,153          5,680          1,893        13,726
 Professional fees                         10,868          3,167           --          14,035
 Stock issued for services (Note 3)        20,200           --             --          20,200
 Other                                      6,796          1,398            654         8,848
                                      -----------    -----------    -----------    ----------
                                           44,017         10,245          2,547        56,809
                                      -----------    -----------    -----------    ----------

Net Operating (Loss)                      (39,017)   $   (10,245)   $    (2,547)   $  (51,809)
                                      -----------    -----------    -----------    ----------

Other Income
 Interest income                               76           --             --              76
                                      -----------    -----------    -----------    ----------

Net (Loss)                            $   (38,941)   $   (10,245)   $    (2,547)   $  (51,733)
                                      ===========    ===========    ===========    ==========

Per Share                             $      (.04)   $      (.05)   $       nil    $     (.05)
                                      ===========    ===========    ===========    ==========

Weighted Average Shares
 Outstanding                            1,030,200      1,030,200      1,030,200     1,030,200
                                      ===========    ===========    ===========    ==========



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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                       BOULDER CAPITAL OPPORTUNITIES II, INC.
                                       --------------------------------------
                                            (A Development Stage Company)

                                     STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                          For the Period from August 8, 1996
                                    (date of inception) through December 31, 1998




                                                                              Additional
                               Preferred   Stock      Common       Stock        paid-in     Accumulated
                               No./Shares  Amount    No./Shares    Amount       capital      (Deficit)        Total
                               ----------  ------    ----------    ------       -------      ---------        -----

<S>                            <C>         <C>       <C>           <C>          <C>          <C>             <C>
Balance at August 8, 1996           --     $--           --       $    --       $    --       $    --        $    --

Common stock issued for
services, at inception,
at $.04 per share                   --      --        710,000        28,400          --            --           28,400

Common stock issued for
cash at $.0025 per share            --      --        100,000         4,000          --            --            4,000

Common stock issued for
cash at $.04 per share              --      --        100,000         4,000          --            --            4,000

Common stock subscribed
at $.04 per share                   --      --        100,000         4,000          --            --            4,000

Net loss-one month period
ended August 31, 1996               --      --           --            --            --          (6,448)        (6,448)
                                    --     ----     ---------     ---------     ---------     ---------      ---------

Balance at August 31, 1996          --      --      1,010,000        40,400          --          (6,448)        33,952

Common stock issued for
services at $1.00 per share         --      --         20,200        20,200          --            --           20,200

Net loss-year ended
August 31, 1997                     --      --           --            --            --         (32,493)       (32,493)
                                    --     ----     ---------     ---------     ---------     ---------      ---------

Balance at August 31, 1997          --      --      1,030,200        60,600          --         (38,941)        21,659

Additional paid-in capital                  --           --            --            --           3,985          3,985

Net loss-year ended
August 31, 1998                     --      --           --            --            --         (10,245)       (10,245)
                                    --     ----     ---------     ---------     ---------     ---------      ---------

Balance at August 31, 1998          --      --      1,030,200        60,600         3,985       (49,186)        15,399

Additional paid-in capital          --      --           --            --           1,579          --            1,579

Net loss-four months ended
December 31, 1998                   --      --           --            --            --          (2,547)        (2,547)
                                    --     ----     ---------     ---------     ---------     ---------      ---------

Balance at December 31, 1998        --     $--      1,030,200     $  60,600     $   5,564     $ (51,733)     $  14,431
                                    ==     ====     =========     =========     =========     =========      =========




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


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                            BOULDER CAPITAL OPPORTUNITIES II, INC.
                            --------------------------------------
                                 (A Development Stage Company)

                                   STATEMENTS OF CASH FLOWS


                                         For the period                              For the period
                                         August 8, 1996  For the Year  For the four  August 8, 1996
                                         (Inception) to     Ended      Months Ended  (Inception) to
                                           August 31,     August 31,   December 31,    December 31,
                                             1997           1998           1998            1998
                                            --------      --------       --------        --------

Operating Activities:
<S>                                         <C>           <C>            <C>             <C>
 Net (Loss)                                 $(38,941)     $(10,245)      $ (2,547)       $(51,733)
 Adjustment to reconcile net
 (loss) to net cash provided
 by operating activities:
  Amortization                                 6,153         5,680          1,893          13,726
  Increase (decrease) in accounts
   payable and accrued expenses                  970           198           (925)            243
  Stock issued for services                   23,950          --             --            23,950
                                            --------      --------       --------        --------

 Net Cash (Used in) Operating
  Activities                                  (7,868)       (4,367)        (1,579)        (13,814)
                                            --------      --------       --------        --------

Cash Flows from Investing
 Activities                                     --            --             --              --
                                            --------      --------       --------        --------

Cash Flows from Financing Activities:
 Additional paid-in capital                     --           3,985          1,579           5,564
 Issuance of common stock                      8,250          --             --             8,250
                                            --------      --------       --------        --------

Net Cash Provided by Financing
 Activities                                    8,250         3,985          1,579          13,814
                                            --------      --------       --------        --------

Increase (decrease) in Cash                      382          (382)          --              --

Cash, Beginning of Period                       --             382           --              --
                                            --------      --------       --------        --------

Cash, End of Period                         $    382      $   --         $   --          $   --
                                            ========      ========       ========        ========

Interest Paid                               $   --        $   --         $   --          $   --
                                            ========      ========       ========        ========

Income Taxes Paid                           $   --        $   --         $   --          $   --
                                            ========      ========       ========        ========


Note: On August 8, 1996,  professional  services  capitalized as  organizational
costs valued at $28,400 were exchanged for 710,000 shares of common stock.

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

</TABLE>

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998

(1)  Summary of Accounting Policies

     This  summary  of  significant   accounting  policies  of  Boulder  Capital
     Opportunities  II, Inc.  (Company) is presented to assist in  understanding
     the Company=s financial statements.  The financial statements and notes are
     representations  of the Company=s  management who is responsible  for their
     integrity and objectivity.  These accounting  policies conform to generally
     accepted  accounting  principles and have been consistently  applied in the
     preparation of the financial statements.

     (a)  Description of Business

          The Company was  organized on August 8, 1996, in the State of Colorado
          for  the  purpose  of  engaging  in  any  lawful  business  but  it is
          management's plan to seek a business combination.  The Company is in a
          development-stage  and its intent is to  operate  as a capital  market
          access  corporation  and to acquire  one or more  existing  businesses
          through  merger or  acquisition.  The Company  has had no  significant
          business  activity to date. The Company had selected  August 31 as its
          year end,  however  has  elected to change its year end to December 31
          effective December 31, 1998.

     (b)  Use of Estimates in the Preparation of Financial Statements

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported  amounts of revenue
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

     (c)  Organization Costs

          Costs incurred to organize the Company include costs for  professional
          fees and are being  amortized  on a  straight-line  basis over a sixty
          month period.

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998

(1)  Summary of Accounting Policies, Continued

     (d)  Income Taxes

          As of  December  31,  1998,  the  Company  had  net  operating  losses
          available  for  carryover  to future years of  approximately  $51,809,
          expiring in 2012. Because of the change in ownership described in Note
          5, the  utilization of these  carryforwards  may be restricted.  As of
          December   31,   1998,   the  Company  has   deferred  tax  assets  of
          approximately  $10,362 due to operating loss  carryforwards.  However,
          because of the  uncertainty of potential  realization of these assets,
          the Company ahs provided a valuation allowance for the entire $10,362.
          Thus, no tax assets have been recorded in the financial  statements as
          of December 31, 1998.

(2)  Basis of Presentation - Going Concern

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles,  which contemplates  continuation
     of the Company as a going  concern.  However,  the  Company  has  sustained
     operating losses since inception and has a net working capital  deficiency.
     These  matters  raise  substantial  doubt  about the  Company=s  ability to
     continue as a going concern.  Management is attempting to locate a business
     combination candidate.

     In view of these  matters,  continuing as a going concern is dependent upon
     the Company=s ability to meet its financing requirements,  raise additional
     capital,  and the  success  of its future  operations  or  completion  of a
     successful business  combination.  Management believes that actions planned
     and presently  being taken to revise the Company=s  operating and financial
     requirements provide the opportunity for the Company to continue as a going
     concern.



<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998

(3)  Common Stock Issued

     On August 8, 1996,  the Company  issued  710,000 shares of its no par value
     common stock to affiliates for organizational services valued at their fair
     market value of $28,400.

     On August 8, 1996,  the Company  issued  100,000 shares of its no par value
     common  stock to its  President  at $0.0025  per share for cash of $250 and
     $0.0375 per share in exchange for officer compensation of $3,750, $4,000 in
     total.

     On August 31, 1996,  the Company  issued 100,000 shares of its no par value
     common stock to various  investors for $4,000;  100,000  additional  shares
     remain  subscribed  for  at  August  31,  1996.  These  were  collected  in
     September, 1996.

     During the period ended August 31, 1997 the Company issued 20,200 shares of
     its no par value common stock for services valued at $20,200.

(4)  Related Party Transactions

     Two  shareholders  of the Company paid expenses on behalf of the Company in
     the amounts of $3,985 and $1,579  during the year ended August 31, 1998 and
     the four months  ended  December 31,  1998,  respectively,  which have been
     accounted for as additional paid-in capital.

(5)  Change in Control

     Effective  December 17, 1997, the  shareholders of the Company entered into
     an agreement to sell 980,200  shares of their  restrictive  common stock to
     various  outside  parties  which  resulted  in a change in  control  of the
     Company.

<PAGE>


                                    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 Tenure
----                        ---              -------------------------

Michael J. Delaney          40               Presiden, Secretary and Director

     The  director  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 Company'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

     Michael  Delaney,  President  and  Director.  In January,  1998,  he became
President,  Secretary, and sole Director of the Company. 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.

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

     To the best  knowledge  and belief of the Company,  the  Company's  initial
director,  officer  and  beneficial  owner  of more  than  10% of the  Company's
securities filed the Initial Statement of Beneficial  Ownership of Securities on
Form 3, following the initial  registration  of the Company's  securities  under
Section 12(g) of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION.

     The  Company's  sole  director  received no  remuneration  from the Company
during the fiscal  year.  Until the Company  acquires  additional  capital,  the
Company's sole officer and director will receive  compensation  from the Company
for  reimbursement  only of  out-of-pocket  expenses,  including  review  of any
prospective merger or acquisition candidate,  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.

Name and                      Number of Shares             Percent of
Address                      Owned Beneficially            Class Owned
-------                      ------------------            -----------

Michael J. Delaney                  627,965                    61%
P.O. Box 890261
Temecula, California 92589

All directors and
executive officers
(1 person)                          627,965                    61%


<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Change of Control

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

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  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  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.

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

Exhibit No.    Document
-----------    --------

3.1            Articles of Incorporation
3.2            Bylaws
4.1            Specimen Certificate
27             Financial Data Schedule


     The Company filed no reports Form 8-K during the last quarter of its fiscal
year ending December 31, 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 II, INC.

By: /s/ Michael J. Delaney
   -----------------------
   Michael J. Delaney
   Director, Principal Executive Officer,
   Principal Financial Officer, Principal
   Accounting Officer


Date: May 18, 1999

<PAGE>


                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                 ---------------


                                   FORM 10-KSB


 Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934
                 for this fiscal year ended December 31, 1998.

                                ----------------


                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                 (Name of Small Business Issuer in its charter)


                                  EXHIBIT INDEX


                   Exhibit No.                  Document
                   -----------                  --------

                   3.1 *                        Articles of Incorporation
                   3.2 *                        Bylaws
                   4.1 *                        Specimen Certificate


                   *    Previously filed.