FORM 10-KSB



                     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 Identification No.)
of Incorporation)

                                 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
                           --------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes ___ 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 March 27, 2000.

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 principal 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. Currently, Mr. Delaney
holds 253,965 shares (approximately 25%) of the Registrant.

     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.

<PAGE>

     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.


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

<PAGE>

the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

FORM OF ACQUISITION

     It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business 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 to carry 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.

<PAGE>

     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, 1999.





<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 48 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.


Liquidity and Capital Resources

     The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity other than the receipt of net cash proceeds in the amount
of $12,000 from the sale of stock in 1996 and contributions of capital in the
amount of $5,474 in 1998. Consequently, the Company's balance sheet as of
December 31, 1999, reflects current assets of $0 and total assets of $8,994
(organization expenses) with current liabilities of $11,856.

     The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its liquidity and capital resources will
be diminished prior to the consummation of a business combination or whether its
capital will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.

<PAGE>

Results of Operations

     During the period from August 8, 1996 (inception) through December 31, 1999
the Company has engaged in no significant operations other than organizational
activities, acquisition of capital and preparation for registration of its
securities under the Exchange Act. Since inception, the Company has received
$5,000 in revenues.

     For the current fiscal year, the Company incurred a loss in the amount of
$17, 293. The Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than interest
income, and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.


Need for Additional Financing

     The Company believes that its existing capital will be insufficient to meet
the Company's cash needs for the next 12 months or to complete a business
transaction. The sole executive officer and director of the Company and certain
shareholders have advised that they will pay certain costs and expenses of the
Company from their personal funds as interest free loans. There has been no
specific agreement upon a dollar cap of any such loans. Further, the Company's
sole executive officer and director and shareholders recognize that the only
opportunity to have these loans repaid will be from a prospective merger or
acquisition candidate and has agreed that the repayment of any loans made on
behalf of the Company will not impede, or be made conditional in any manner, to
consummation of a proposed transaction. If the prospective merger or acquisition
candidate has insufficient capital with which to repay any such loans or
advances, or does not want to use its capital to repay any such loans or
advances, the Company's sole executive officer and director and certain
shareholders may be required to convert such loans or advances into stock. The
Company's sole executive officer and director and certain shareholders may under
such circumstances agree to convert any such advances or loans into stock in
whole or in part rather than being repaid by the acquisition candidate. Further,
the Company's sole executive officer and director together with certain
shareholders may desire to convert such advances or loans into stock, even if
the prospective merger or acquisition candidate is willing to repay such loans
or advances, in which case the equity ownership of other shareholders would be
diluted. Once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially.

     No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.

     Irrespective of whether the Company's cash assets prove to be inadequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuance of stock in lieu of cash.


<PAGE>

ITEM 7. FINANCIAL STATEMENTS

The audited financial statements of the Company, and related notes thereto, as
of December 31, 1999, and for the years ended December 31, 1999 and 1998,
accompanied by the independent auditors' report, are included herewith at pages
F-1 to F-9.



ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND;
FINANCIAL DISCLOSURE

The Company has not had any reported or material disagreement with its
accountants on any matter of accounting principles, practices or financial
statement disclosure.




<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            41           President, 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.

<PAGE>

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                       253,965                  25%
P.O. Box 890261
Temecula, California 92589

All directors and
executive officers
(1 person)                               253,965                  25%


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. In 1999 Mr. Delaney
sold 374,000 shares to 11 individuals in a private transaction reducing his
interest to approximately 25% of the Registrant.

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.

<PAGE>

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

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

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

    27        Financial Data Schedule


     The Company filed no reports Form 8-K during the last quarter of its fiscal
year ending December 31, 1999.

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

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


                              FINANCIAL STATEMENTS

                                      with

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


     Report of Independent Certified Public Accountants                F-2

     Financial Statements:

             Balance Sheet                                             F-3

             Statements of Operations                                  F-4

             Statement of Changes in  Stockholders'
              (Deficit)                                                F-5

             Statements of Cash Flows                                  F-6

             Notes to Financial Statements                             F-7




                                      F-1
<PAGE>


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

The Board of Directors
Boulder Capital Opportunities II, Inc.
Temecula, CA

We have audited the accompanying balance sheet of Boulder Capital Opportunities
II, Inc. (a development-stage company) as of December 31, 1999, and the related
statements of operations, stockholders' (deficit) and cash flows for the period
from August 8, 1996 (date of inception) through December 31, 1999, for the year
ended August 31, 1998, for the four months ended December 31, 1998 and for the
year ended December 31, 1999. 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 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 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. (a development-stage company) as of December 31, 1999, and the results
of its operations, changes in its stockholders' (deficit) and its cash flows for
the period from August 8, 1996 (date of inception) through December 31, 1999,
for the year ended August 31, 1998, for the four months ended December 31, 1998
and for the year ended December 31, 1999 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, the Company
has suffered recurring losses from operations and has a net 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.


                                           /s/ Schumacher & Associates, Inc.
                                           ---------------------------------
                                           Schumacher & Associates, Inc.
                                           Certified Public Accountants
                                           2525 Fifteenth Street, Suite 3H
                                           Denver, CO 80211

March 10, 2000

                                      F-2
<PAGE>

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

                                  BALANCE SHEET
                                December 31, 1999

                                     ASSETS
                                     ------


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

Organization costs, net of amortization                                   8,994
                                                                       --------

TOTAL ASSETS                                                           $  8,994
                                                                       ========


                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                    ---------------------------------------

Current Liabilities:
  Accounts payable                                                     $ 11,856
                                                                       --------
      Total Current Liabilities                                          11,856
                                                                       --------

TOTAL LIABILITIES                                                        11,856
                                                                       --------

Stockholders' (Deficit):
  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
  Additional Paid In Capital                                              5,564
  Accumulated (Deficit)                                                 (69,026)
                                                                       --------

TOTAL STOCKHOLDERS' (DEFICIT)                                            (2,862)
                                                                       --------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                          $  8,994
                                                                       ========


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

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

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

                              STATEMENTS OF OPERATIONS


                                                                        For the period
                               For the     For the Four      For the    August 8, 1996
                             Year Ended    Months Ended    Year Ended   (Inception) to
                              August 31,    December 31,   December 31,   December 31,
                                 1998           1998           1999           1999
                             -----------    -----------    -----------    -----------

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

Expenses:
 Amortization                      5,680          1,893          5,680         19,406
 Legal and accounting              3,167           --            8,700         22,735
 Stock issued for services
 (Note 3)                           --             --             --           20,200
 Other                             1,398            654          2,913         11,761
                             -----------    -----------    -----------    -----------
Total Expenses                    10,245          2,547         17,293         74,102
                             -----------    -----------    -----------    -----------

Net Operating (Loss)             (10,245)        (2,547)       (17,293)       (69,102)

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

Net (Loss)                   $   (10,245)   $    (2,547)   $   (17,293)   $   (69,026)
                             ===========    ===========    ===========    ===========

Per Share                    $      (.01)   $       nil    $      (.02)   $      (.07)
                             ===========    ===========    ===========    ===========

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.

                                      F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                              STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)

                          For the Period from August 8, 1996 (date of inception)
                                    through December 31, 1999 (Unaudited)


                                                                           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 $.04 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 for the 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 for the 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 for the 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 for the 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

Net loss for the year ended
December 31, 1999                --         --          --          --           --        (17,293)     (17,293)
                               ----        -----   ---------   ---------    ---------    ---------    ---------

Balance at December 31, 1999     --        $--     1,030,200   $  60,600    $   5,564    $ (69,026)   $  (2,862)
                               ====        =====   =========   =========    =========    =========    =========


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

                                                    F-5

</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           For the Four      August 8, 1996
                                   (Inception) to         Year Ended         Months Ended      (Inception) to
                                      August 31,          August 31,         December 31,        December 31,
                                        1997                1998                1998                1998
                                        ----                ----                ----                ----
<S>                                   <C>                 <C>                 <C>                 <C>
Operating Activities:
 Net (Loss)                           $(10,245)           $ (2,547)           $(17,293)           $(69,026)
  Adjustments to reconcile net
  (loss)to net cash provided
  by operating activities:
   Amortization                          5,680               1,893               5,680              19,406
   Increase (decrease) in accounts
    payable and accrued expenses           198                (925)             11,613              11,856
     Stock issued for services            --                  --                  --                23,950
                                      --------            --------            --------            --------

 Net Cash (Used in) Operating
  Activities                            (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
                                      --------            --------            --------            --------

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

(Decrease) in Cash                        (382)               --                  --                  --

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

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

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.

                                                  F-6
</TABLE>
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


(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.


                                      F-7
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

(1)  Summary of Accounting Policies, Continued
     -----------------------------------------

     (d)  Income Taxes
          ------------

          As of December 31, 1999, the Company had net operating losses
          available for carryover to future years of approximately $69,000
          expiring in 2019. Because of the change in ownership described in Note
          5, the utilization of these carryforwards may be restricted. As of
          December 31, 1999, the Company has deferred tax assets of
          approximately $13,800 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 $13,800.
          Thus, no tax assets have been recorded in the financial statements as
          of December 31, 1999.

     (e)  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 its inception and has a net
          capital deficiency. Management is attempting to raise additional
          capital.

          In view of these matters, realization of certain of the assets in the
          accompanying balance sheet is dependent upon continued operations of
          the Company, which in turn is dependent upon the Company's ability to
          meet its financial requirements, raise additional capital, and the
          success of its future operations.

          Management is in the process of attempting to raise additional capital
          and reduce operating expenses. Management believes that its ability to
          raise additional capital and reduce operating expenses provide an
          opportunity for the Company to continue as a going concern.



                                      F-8
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

(2)  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 ofr 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
     remained 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.

(3)  Related Party Transaction
     -------------------------

     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. During the year ended December
     31, 1999, an additional $9,791 in expenses was paid on behalf of the
     Company by shareholders. This amount is included in accounts payable at
     December 31, 1999.




                                      F-9
<PAGE>


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: March  27, 2000

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically