SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


          For Quarter Ended                   Commission File Number
          September 30, 1998                        0-22273


                           SONIC JET PERFORMANCE, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)
             (former name: Boulder Capital Opportunities III, Inc.)


                Colorado                          84-1383888
                --------                          ----------
                (State of incorporation)       (I.R.S. Employer
                                               Identification No.)

                 15662 Commerce Lane, Huntington Beach, CA 92649
                 -----------------------------------------------
                  (Address of principal executive offices) (Zip
                                      Code)

Registrant's telephone number, including area code: (714) 895-0944


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                    Yes  X         No   ___

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

               1,600 Preferred  Class A shares as of September 30, 1998 
                  6,010,000  Common  shares as of  September 30, 1998

<PAGE>

                           SONIC JET PERFORMANCE, INC.
                FORMERLY BOULDER CAPITAL OPPORTUNITIES III, INC
                          (A DEVELOPMENT STAGE COMPANY)
         UNAUDITED BALANCE SHEET FOR THE NINE MONTHS ENDED SEPTEMBER 30,

ASSETS                                    1997           1998

Current Assets
Cash                               $    26,945    $   867,750
Accounts Receivable                      8,161        629,898
Inventories                          1,627,872      2,142,084
Other Receivables                       14,904
Related Party Receivable             1,500,000         43,936
                                   -----------    -----------
Total Current Assets                 3,177,882      3,683,668

Property, Plant & Equipment
Property, Plant & Equipment          2,780,293      2,853,625
Less Accumulated Depreciation          (95,795)      (118,423)
                                   -----------    -----------
Net Property, Plant & Equipment      2,684,498      2,735,203

Other Assets
Deposits                                                3,200
Investment in Joint Venture            624,801        906,666
Research & Development Capital         175,110         10,722
New Product Development                                53,541
Commission Advances                                     4,120
Organization Costs (net)                               28,000
                                   -----------    -----------
Total Other Assets                     799,911      1,006,249
                                   ===========    ===========
TOTAL ASSETS                       $ 6,662,291    $ 7,425,120
                                   ===========    ===========


LIABILITIES AND STOCKHOLDER'S
EQUITY

Current Liabilities
Accounts Payable                   $    39,568    $    97,693
Line of Credit                     $    98,999
Other Payables                           5,701         23,628
Related Party Payables                 195,243
                                   -----------    -----------
Total Current Liabilities              339,511        121,320

Long Term Liabilities
Long Term Debt                         215,000
Accd Interest Payable                   12,500         55,667
Accd Salary Payable                                    92,499
Related Party Note                     600,000        600,000
                                   -----------    -----------
                                       827,500        748,166

Stockholder's Equity
Preferred stock, no par value
10,000,000 shares authorized,
1,600 issued and outstanding              --        1,600,000
Sales Discount - Preferred Stock                     (100,000)
Common stock, par value $0.0001
100,000,000 shares authorized,
6,010,000 issued and outstanding                        6,010
Paid in Capital                      5,798,246      4,878,842
                                                      467,606
Retained Earnings (Deficit)           (302,966)      (296,824)
                                   -----------    -----------
Total Stockholder's Equity           5,495,280      6,555,634


                                   ===========    ===========
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY               $ 6,662,291    $ 7,425,120


                                   ===========    ===========

<PAGE>

                           SONIC JET PERFORMANCE, INC.
                FORMERLY BOULDER CAPITAL OPPORTUNITIES III, INC.
                          (A DEVELOPMENT STAGE COMPANY)
    UNAUDITED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                        1997           1998
REVENUES
Operating Revenues               $    66,083    $   582,453
Freight Charges                  $                    6,803
                                 -----------    -----------
TOTAL REVENUES                        66,083        589,256

COST OF GOODS SOLD
Cost of Sales                         19,951        242,246
                                 -----------    -----------
TOTAL COST OF GOODS SOLD              19,951        242,246

OPERATING COSTS
Advertising & Marketing                7,575         26,421
Amortization & Depreciation                          25,190
Legal & Professional                  22,817         63,200
Research & Development                 1,566        196,780
General & Administrative              88,508        336,720
                                 -----------    -----------
TOTAL OPERATING COSTS                120,466        648,311

OTHER INCOME (EXPENSE)
Interest Income                                      21,088
Inventory Writedown                 (185,554)
Other Income                                         58,021
China Investment                     (20,000)       (40,632)
Interest Expense                     (23,078)       (34,000)
                                 -----------    -----------
TOTAL OTHER INCOME (EXPENSE)        (228,632)         4,477

NET INCOME (LOSS)                $  (302,966)   $  (296,824)
                                 ===========    ===========
Net Loss per Share                     (0.05)         (0.05)
Weighted Average Common Shares     6,010,000      6,010,000


<PAGE>


                           SONIC JET PERFORMANCE, INC.
                FORMERLY BOULDER CAPITAL OPPORTUNITIES III, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        UNAUDITED STATEMENT OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                    1997 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                       $  (302,966)   $  (296,824)

Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation & Amortization                                        25,190
Loss on China Investment                            20,000         40,632
(Increase) Decrease in current assets           (1,441,769)      (815,647)
Increase (Decrease) in current liabilities           5,472       (117,976)
(Increase) Decrease in other assets               (671,566)      (206,161)
                                               -----------    -----------

NET CASH PROVIDED (USED)                        (2,390,829)    (1,370,786)
BY OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) Sale of property and equipment          640,000        (73,160)

Increase (Decrease) in long term liabilities       276,809        148,166
Capital received                                 1,500,303      1,499,590
                                               -----------    -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES         2,417,112      1,574,596

NET INCREASE (DECREASE) IN CASH                     26,283        203,810

CASH AT BEGINNING OF PERIOD                            662        663,940

CASH AT END OF PERIOD                          $    26,945    $   867,750

                                               ===========    ===========


<PAGE>
<TABLE>
<CAPTION>


                           SONIC JET PERFORMANCE, INC.
                FORMERLY BOULDER CAPITAL OPPORTUNITIES III, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              UNAUDITED STATEMENT OF CHANGES INSTOCKHOLDER'S EQUITY
  For the Period from November 27, 1996 (inception) through September 30, 1998

               Preferred   Stock    Common       Stock $  Accumulated    Total
               No./shares  Amount   No./shares   Amount     Deficit
               ---------- --------- ---------  ----------  --------    ---------
<S>              <C>   <C>         <C>        <C>        <C>           <C>

Balance at         
November 27,        --        --          --         --         --            --
1996

Common stock
issued for
services, at
inception,
at $0.0025 per        
share               --        --     710,000      1,775         --         1,775

Common stock
issued for
cash at $0.0025       
per share           --        --     100,000        250         --           250

Common stock
issued for
cash at $0.04        
per share           --        --     200,000      8,000         --         8,000

Net loss for
the period
ended December      --        --          --         --    (4,527)      (4,527)
31, 1996      
                ------  --------   ---------  ---------  --------     ----------
Balance at
December 31,
1996                --        --   1,010,000     10,025    (4,527)         5,498
                                                                                
Common stock
issued for
acquisition of
Sonic Jet
Performance LLC     --        --   5,000,000  5,765,234         --     5,765,234
                                                            
Net loss - year
ended
December 31,             
1997                --        --          --         --  (417,864)     (417,864)
                ------ ---------  ----------  ---------  --------     ----------
Balance at
December 31,
1997                --        --   6,010,000  5,775,259  (422,391)     5,352,868

Additional
Capital
Contributed         --        --          --     33,012         --        33,012

Issuance of                 
Preferred Stock  1,600 1,500,000          --         --         --     1,500,000

Capital changes
due to
Reorganization                                 (455,813)   422,391      (33,422)
                                                                                          
Net loss -
period ended
Sept. 30, 1998      --        --          --         --  (296,824)     (296,824)
                ------ ----------  ---------  ---------  ---------    ----------
Balance at 
June 30,1998     1,600 1,500,000   6,010,000  5,352,458  (296,824)     6,555,634
                ====== ==========  ========== =========  =========    ==========

</TABLE>


<PAGE>
                           SONIC JET PERFORMANCE, INC.                       
                FORMERLY BOULDER CAPITAL OPPORTUNITIES III, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        UNAUDITED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,

                            1997          1998

REVENUES
Operating Revenues         $    18,672    $   422,818
                           -----------    -----------
TOTAL REVENUES                  18,672        422,818

COST OF GOODS SOLD
Cost of Sales                   (2,243)       177,782
                           ------------   -----------
TOTAL COST OF GOODS SOLD        (2,243)       177,782


OPERATING COSTS
Advertising & Marketing           (449)         2,873
Amortization & Depreciation        --          10,155
Legal & Professional             5,834         33,056
Research & Development           1,565           --
General & Administrative        41,663         97,933
                           -----------    -----------
TOTAL OPERATING COSTS           48,613        144,017                   



OTHER INCOME (EXPENSE)
Interest Income                    (37)        13,279
Inventory Writedown           (185,554)          --
Other Income                       (25)        44,589
China Investment               (20,000)       (31,642)
Interest Expense               (22,755)          --
                            -----------    -----------
TOTAL OTHER INCOME (EXPENSE)  (228,371)        26,226
       

NET INCOME (LOSS)          $  (256,069)   $   127,245
                            ===========    ===========

Net Loss per Share               (0.04)          0.02
Weighted Average
Common Shares                6,010,000      6,010,000


<PAGE>

                           SONIC JET PERFORMANCE, INC.
                FORMERLY BOULDER CAPITAL OPPORTUNITIES III, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        UNAUDITED STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,

                                                   1997               1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                                      
(Loss)                                           $(256,069)          $127,245

Adjustments to reconcile net loss 
to cash used in operating activities:
Depreciation                                           -               10,155
Loss on China Investment                            20,000             31,642
(Increase) Decrease in current assets            4,317,097           (683,463)
Increase (Decrease) in current liabilities         247,357             48,638
(Increase) Decrease in other assets               (671,566)           (70,382)
                                                 

                                                 ----------         ----------
NET CASH PROVIDED(USED) BY                       3,656,819           (536,165)
OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) Sale of Sale of property                                            
and equipment                                      779,110            (52,811)
Increase (Decrease) in notes payable              (568,191)               -
Rounding                                                                   (2)
Capital received                                (3,837,521)               -
                                                 ----------         ----------
NET CASH FLOWS FROM INVESTING ACTIVITIES        (3,626,602)           (52,813)
                                           
NET INCREASE (DECREASE) IN CASH                     30,217           (588,978) 
                                                                  
CASH AT BEGINNING OF PERIOD                         (3,272)         1,456,728

CASH AT END OF PERIOD                            $  26,945           $867,750
                                                 ==========         ==========
                                          


<PAGE>


                           SONIC JET PERFORMANCE, INC.
                FORMERLY BOULDER CAPITAL OPPORTUNITIES III, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                   (UNAUDITED)

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

        This   summary  of   significant   accounting   policies  of  Sonic  Jet
Performance, Inc., formerly Boulder Capital Opportunities III, 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 November 27, 1996,  in the State of
               Colorado for the purpose of engaging in any lawful  business with
               a plan to seek a business combination.

               Purchase of Business Assets
               ---------------------------

               In June 1998,  Boulder Capital  Opportunities  III, Inc.  ("BCO")
               entered  into  a  Share   Exchange   Agreement   with  Sonic  Jet
               Performance,  LLC  ("SJPLLC")  to  acquire  all of the assets and
               business of SJPLLC (and assume the liabilities).  The acquisition
               was   consummated   and  effective  as  of  June  30,  1998.  The
               transaction was treated as a "purchase  transaction".  All assets
               were  accounted for under their  predecessor  basis. A total of 5
               million shares of common stock of BCO was issued to SJPLLC.

               Description of Business
               -----------------------

               Sonic  Jet  Performance,  LLC  (the  "Predecessor  Company")  was
               organized  in  California  with the  filing  of the  Articles  of
               Organization  on May  8,  1997  as a  Limited  Liability  Company
               ("LLC"). The primary purpose of the Company is the operating of a
               business producing and marketing personal watercraft,  jet boats,
               trailers,  and  accessories.  The principal  executive  office is
               located in Huntington Beach, California.

               On August 9, 1997, the  Predecessor  Company entered into a joint
               venture agreement with China Guangxi Nanning Shipyard of Nanning,
               Guangxi,  China to form the Nanning  Sonic Jet Limited  Liability

<PAGE>

               Company, a contractual  limited liability company organized under
               the law of the People's  Republic of China. The Joint Venture was
               formed to design, manufacture and sell a series of watercraft jet
               products to be sold  internationally  and in China. The Company's
               investment is to include  tooling,  molds and production line and
               cash  equivalent to $ 1,500,000  USD. The Company is  responsible
               for providing technical personnel and training. The Company shall
               receive  70% of the  profits and shall share 70% of the risks and
               losses under the venture.

        (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.


        (d)    Accounting Method
               -------------------

               The  Company's  financial  statements  have been  prepared on the
               accrual  basis  of  accounting,   which  is  in  accordance  with
               generally accepted accounting principles.

        (e)    Inventories
               -------------

               Inventories  consist  of parts for the  manufacture  of  personal
               watercraft and work in progress with a limited amount of finished
               products.  Inventories are stated at the lower of cost or market.
               Inventories were also obtained in the agreement discussed at note
               1,  whereby  the  Company  received  certain  assets and  assumed
               certain liabilities in exchange for Company interests.

        (f)    Investment in Joint Venture
               -----------------------------

               The  investment in Joint Venture in China is accounted for by the
               equity  method.  Such  investment  is  stated  at cost  minus the
               Company's   proportionate   share  of   losses.   The   Company's
               proportionate share of losses from the joint is included in other
               revenues in the accompanying statement of operations.


<PAGE>

        (g)    Property, Plant and Equipment
               -----------------------------

               Property,  plant and equipment are stated at cost or at the value
               per the Operating Agreement discussed at note 1. These assets are
               depreciated on a straight-line basis over the following estimated
               useful lives.

               Furniture, fixtures and equipment                   5 to 7 years
               Tooling and molds                                  15 to 20 years

        (h)    Basis in Assets
              -----------------

               The assets  and  liabilities  purchased  in the  Purchase  are as
               follows:
Current Assets
  Cash                                                          $663,940
  Accounts Receivable                                            172,639
  Inventories                                                  1,789,866
  Related Party Receivable                                        37,766
                                                     --------------------
               Total Current Assets                           $2,664,211
Property, Plan & Equipment
  Property Plant & Equipment                                   2,685,233
Other Assets
  Investment in joint venture                                   $840,130
  Organization costs, net                                          1,390
  Deposits                                                         1,200
                                                     --------------------
                Total Other Assets                               842,720
TOTAL ASSETS                                                  $6,192,164
                                                     ====================

                                         LIABILITIES
Current Liabilities
  Accounts Payable                                              $120,555
  Accrued Interest Payable                                        27,667
  Other Payables                                                  91,074
                                                     --------------------
             Total Current Liabilities                          $232,296
Long Term Liabilities

<PAGE>

  Related Party Payable                                          600,000
                                                     --------------------
                 TOTAL LIABILITIES                              $839,296


These assets and  liabilities  were  purchased  and given a value to the Company
based on the book  value  per the  SJPLLC  audited  financial  statements  as of
December 31, 1997.


        (i)    Property, Plant and Equipment
               ------------------------------

        A summary of property, plant and equipment follows:

         Machinery and equipment                               $  119,185
         Tooling                                                   66,389
         Office furniture, equipment and fixtures                   4,889
         Tooling, molds and jigs for personal watercraft          843,350
         Tooling, molds and jigs for exotic automobiles         1,710,000
         Leasehold improvements                                     4,249
         Vehicles                                                  32,403
                                                                 --------------

                                                              $ 2,780,465

               Less accumulated depreciation                    (  95,232)
                                                                 --------------

                                                              $ 2,685,233
                                                                ================

               The tooling,  molds and jigs for exotic automobiles are not being
               utilized in current production activity.  The Company anticipates
               that  production  utilizing  these items will  commence in mid to
               late  1999.  The  majority  of the  tooling,  molds  and jigs for
               personal  watercraft also are not currently  being utilized.  The
               Company anticipates production activity in the watercraft area to
               expand in late 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.   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

<PAGE>

        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.

(3)     Common Stock Issued
        ----------------------

        (a)    On November 27, 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 $1,775.

        (b)    On November 27, 1996, the Company issued 100,000 shares of its no
               par value common  stock to its  President at $.0025 per share for
               cash of $250.

        (c)    On November 29, 1996, the Company issued 100,000 shares of its no
               par value  common  stock to  various  investors  for  $4,000.  On
               December 2, 1996, the Company  issued  another  100,000 shares of
               its no par value common stock to various investors for $4,000.

        (d)    On June 21, 1998, the Company issued 1,600 Preferred Class A 
               Convertible shares for $1,500,000 to JNC Strategic Fund, Ltd.

        (e)    On June 21, 1998,  the Company  issued  5,000,000  shares for the
               purchase of assets and liabilities of Sonic Jet Performance,  LLC
               (see note 1(a).

(4)     Related Party Transactions
        -----------------------------

        During the year ended  December  31,  1996,  the Company  paid $2,000 in
        consulting  fees and  $2,500 in  attorney's  fees to  officers  whom are
        shareholders  of the Company.  During the year ended  December 31, 1997,
        the Company paid $3,000 in consulting fees and $1,920 in attorney's fees
        to officers whom are shareholders of the Company.

        At December 31, 1997,  the Company owed $1,619 in  attorney's  fees to a
        shareholder of the Company.

        SJPLLC  previously  entered  into  transactions  with an SJPLLC  member,
        Mohammed Al Rashid. The transactions have resulted in both related party
        payables.

        A summary of related party debt to Mohammed Al Rashid follows:

         Note payable, bearing simple interest at 10% per annum; annual payments
          are to commence  July 18, 2001 in an amount  equal to 60% of available

<PAGE>

          distributable  cash for the nearest preceding  accounting  period; all
          unpaid  principal is due July 18, 2003; the note is secured by Company
          assets

                                                                    $    600,000
                                                                         =======
        The Company  acquired  certain  assets and business,  subject to certain
        debt from SJPLLC  (see note 1 (a) SJPLLC for 5 million  shares of common
        stock.

(5)     Income Taxes
        ---------------

        For income tax  reporting  purposes,  the Company  utilizes  the accrual
        basis of  accounting  on a calendar  year end.  The Company has filed an
        extension for 1997 tax  reporting.  The Company is an Limited  Liability
        Company and elects to be taxed as a partnership.


(6)     Commitments and Contingencies
        --------------------------------

        Leases
        ------

        The Company  leases its  location  under an operating  lease  agreement.
        Future minimum lease payments are as follows:

                      Year Ending
                      December 31,
                      ------------

                         1998                                         54,540
                         1999                                         54,540
                                                                     -------
                                                                   $ 109,080
                                                                     =======

        Rental  expense was  approximately  $ 32,000 for the year ended December
        31, 1997.


        Employment Agreements
        ---------------------

        As part of the Letter  Agreement  of July 18, 1997 the  Company  entered
        into an employment agreement with a member of the Company. The agreement
        is for eighteen months.  During this period the salary is accrued and is
        to be paid upon  unanimous  agreement  of the members.  Thereafter,  the
        salary is to be paid  bi-monthly.  The salary will increase to $ 120,000
        per annum once the sales and financial forecast is met.



<PAGE>


        Royalty Agreement
        -----------------

        Per the  Letter  Agreement  of July 18,  1997,  the  Company is to pay a
        royalty for various  patents.  The royalty is 2% of total  Company sales
        calculated  quarterly  commencing after eighteen  calendar  months.  The
        minimum  royalty is to be $4,166 per month for months  nineteen  through
        thirty and $8,333 per month  thereafter.  If total  Company sales exceed
        $1,000,000 during any twelve month period,  the higher minimum or the 2%
        will be paid for that twelve month period and thereafter.





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS

        Purchase of Business Assets
        ---------------------------

        In June 1998,  Boulder Capital  Opportunities  III, Inc. ("BCO") entered
        into  a  Share  Exchange  Agreement  with  Sonic  Jet  Performance,  LLC
        ("SJPLLC")  to acquire  all of the assets and  business  of SJPLLC  (and
        assume the  liabilities).  The acquisition was consummated and effective
        as of  June  30,  1998.  The  transaction  was  treated  as a  "purchase
        transaction".  All assets were  accounted  for under  their  predecessor
        basis.  A total of 5 million shares of common stock of BCO was issued to
        SJPLLC.  Boulder  Capital  Opportunities  III, Inc.  changed its name to
        Sonic Jet Performance, Inc. in November of 1998.

        Description of Business
        -----------------------

        The  primary  purpose  of the  Company  is the  operating  of a business
        producing and marketing personal watercraft,  jet boats,  trailers,  and
        accessories.  The  principal  executive  office is located in Huntington
        Beach, California.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
-----------------------------------------------------------------------
OF OPERATIONS
-------------

RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED SEPTEMBER 30, 1998
---------------------------------------------------------------------

        The Company had  revenues for the three month period in 1998 of $422,818
as  compared to $18,672 in expenses  in the 1997  period.  There were  operating
expenses  for the period in 1998 of $144,017  compared  to $48,613 in 1997.  The
Company  recorded a net profit on  operations of $127,245 for the period in 1998
and a net loss of ($256,069) in the 1997 period.  The Company  operating  losses
may continue  until greater sales can be achieved.  The profit per share for the
period was $.04 for the period in 1998  compared  to a ($.02) loss per share for

<PAGE>

the  period in 1997.  The  profit  per share was $.02 for the period in 1998 and
loss per share for the period in 1997 was ($.04).

RESULTS OF OPERATIONS FOR NINE MONTH PERIOD ENDED SEPTEMBER 30, 1998
--------------------------------------------------------------------

        The Company had  revenues of $589,256  for period  ended  September  30,
1998,  compared to $66,083 in the same period in 1997. Cost of goods sold in the
period in 1998 was  $242,246  compared  to  $19,951  in 1997.  The  Company  had
operating  expenses for the nine month period in 1998 of $648,311 as compared to
$120,466  in  expenses in the 1997  period.  The Company  recorded a net loss on
operations of ($296,824)  for the period in 1998 and a net loss of ($302,966) in
the 1997 period.  The loss in the 1997 period  included a charge of $185,554 for
inventory  writedown.  The Company  operating  losses may continue until greater
sales can be achieved.  While the Company is seeking  additional capital sources
for investment; there is no assurance that sources can be found, and there is no
assurance  that its  watercraft  manufacturing  and  marketing  efforts  will be
productive. The loss per share for the period was ($05) in 1997 and 1998.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

        The Company had $867,750 in cash  capital at the end of the period.  The
Company may be forced to either  borrow or make private  placements  of stock in
order to fund future  expansion of operations  and sales  efforts.  No assurance
exists as to the ability to achieve loans or make private placements of stock.

        As of September 30, 1998,  the Company had current  assets of $3,683,668
of which $867,750 was cash and total assets of $7,425,120. The Company's current
liabilities  at September 30, 1998 are $121,320 and long term  liabilities  were
$748,166.  Shareholder  equity as of the quarter ending  September 30, 1998, was
$6,555,634.



                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1. LEGAL PROCEEDINGS
------- -----------------
        None

ITEM 2. CHANGES IN SECURITIES
------- ---------------------
        None

ITEM 3. DEFAULT UPON SENIOR SECURITIES
------- ------------------------------
        None


<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------- ---------------------------------------------------
        None

ITEM 5. OTHER INFORMATION
------- -----------------

               On  August  4,  1998 the  Company  filed a Form S-8  Registration
Statement   for  up  to  500,000   shares  of  common   stock   pursuant  to  an
Employee/Consultant Compensation Plan. Subsequently,  300,000 shares were issued
under the Plan.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
------- --------------------------------

        Form 8-K was filed on July 27, 1998.


                           SONIC JET PERFORMANCE, INC.
                formerly BOULDER CAPITAL OPPORTUNITIES III, INC.
                          (A Development Stage Company)


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                    SONIC JET PERFORMANCE, INC.

Date: 01/13/99
-------------

                                    by: /S/ Alex Markikian, Vice-Presidnet
                                    --------------------------------------
                                            Alex Mardikian, Vice-President