U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                Form 10-QSB

(Mark One)
__X__ Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended January 31,
1998.

_____ Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   0-28530

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

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

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

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

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

Applicable only to issuers involved in bankruptcy proceedings during
the past five years:

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____ 
No ____

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  At March 6,
1998, the following shares of common were outstanding:  Common
Stock, no par value, 1,010,000 shares

Transitional Small Business Disclosure
Format (Check one):
Yes ____  No   X  


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


BOULDER CAPITAL OPPORTUNITIES, INC
(A Development Stage Company)

Quarter Ended January 31, 1998<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)


Index to Financial Statements


Balance Sheet
Statements of Loss and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements

<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
BALANCE SHEET
January 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
<S>                                                  <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                              -
 Total current assets                                  -

NON-CURRENT ASSETS
Organizational costs (net)                         1,156
 Total other assets                                1,156

TOTAL ASSETS                                       1,156

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                       -
 Total current liabilities                             -

STOCKHOLDERS' EQUITY
Common stock, no par value
 100,000,000 shares authorized;
 1,010,000 shares issued and
 outstanding                                       8,025
Preferred stock, no par value
 10,000,000 shares authorized;
 no shares issued and outstanding                      -

Deficit accumulated during the
 development stage                               (6,869)

 Total stockholders' equity                        1,156

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                             1,156
</TABLE>
The accompanying notes are an integral part of the financial
statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
(UNAUDITED)
Page 1 of 2

<TABLE>
<CAPTION>
                                For the three            For the three
                                months ended             months ended
                                January 31               January 31
                                    1998                     1997
<S>                                  <C>                      <C>

INCOME                                 -                        -

EXPENSES
Amortization                          88                       89
Legal and
 professional                      2,053                    2,152

TOTAL EXPENSES                     2,141                    2,241

NET LOSS                         (2,141)                  (2,241)

Balance, beginning of
 period                         (12,735)                  (5,254)

Balance, end of
 period                         (14,876)                  (7,495)

NET LOSS 
  PER SHARE                    0.002                    0.002

WEIGHTED AVERAGE
NUMBER OF SHARES
 OUTSTANDING                   1,010,000                1,010,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
(UNAUDITED)
Page 2 of 2

<TABLE>
<CAPTION>
                                For the         Period from              Period from
                                nine months     inception                inception
                                ended           (4/22/96)                (4/22/96)
                                January 31      to January 31            to January 31
                                    1998             1997                    1998
<S>                                  <C>              <C>                     <C>

INCOME                                 -                -                       -

EXPENSES
Amortization                         264              270                     620
Legal and
 professional                      5,588            4,724                  14,256

TOTAL EXPENSES                     5,852            4,994                  14,876

NET LOSS                         (5,852)          (4,994)                (14,876)

Balance, beginning of
 period                          (9,024)          (2,501)                       -

Balance, end of
 period                         (14,876)          (7,495)                (14,876)

NET LOSS 
  PER SHARE                     0.006           0.005                   0.015

WEIGHTED AVERAGE
NUMBER OF SHARES
 OUTSTANDING                   1,010,000        1,010,000               1,010,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                For the         Period from              Period from
                                nine months     inception                inception
                                ended           (4/22/96)                (4/22/96)
                                January 31      to January 31            to January 31
                                    1998             1997                    1998
<S>                                  <C>              <C>                     <C>
CASH FLOWS FROM
 OPERATING 
 ACTIVITIES
Net Loss                        (2,141)           (2,241)                (14,876)
Noncash items
 included in net loss:
    Amortization
    expense                           88               89                     620
  Expenses paid by
    related party                  4,954                -                   8,006


Changes in:
  Current
  liabilities                    (4,954)            2,152                       -
Net cash used 
  by operating
  activities                           -                -                   6,250

CASH FLOWS FROM
 INVESTING
 ACTIVITIES                            -                -                       -

CASH FLOWS FROM
 FINANCING
 ACTIVITIES
Issuance of common                     -                -                   6,250

NET INCREASE
 (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS                           -                -                       -

CASH AND CASH
 EQUIVALENTS,
 BEGINNING OF
 PERIOD                                -            1,174                       -

CASH AND CASH
 EQUIVALENTS,
 END OF PERIOD                         -            1,174                       -
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 1998

Note 1. BASIS OF PRESENTATION

        The information included in the consolidated condensed
financial statements is unaudited, but includes all adjustments
(consisting of normal recurring items) which are, in the opinion of
management, necessary for a fair representation of the interim period
presented.

NOTE 2.  DEVELOPMENT STAGE COMPANY

        The Company was incorporated on April 22, 1996, in the State
of Colorado as Boulder Capital Opportunities, Inc., to operate as a
capital market access corporation and to acquire one or more existing
businesses through merger or acquisition.  The Company is an
enterprise in the development stage as defined by Statement No. 7 of
the Financial Accounting Standards Board and has not engaged in any
business other than organizational efforts.

NOTE 3.  LOSS PER COMMON SHARE

        Loss per common share has been computed based upon the
weighted average number of shares of common stock outstanding
during each period.  In March, 1997, the Financial Accounting
Standards Board issued SFAS No. 128, Earnings Per Share.  SFAS
No. 128 establishes standards for computing and presenting earnings
to per share and applies to entities with publicly held common stock. 
This statement is effective for interim and annual periods ending after
December 15, 1997, and early adoption is not permitted.  The
Company has adopted this statement for its quarter ending January 31,
1997.

NOTE 4.  INTEREST AND INCOME TAX EXPENSES

        The Company neither incurred nor paid any interest or income
tax liabilities during the interim periods presented.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.

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

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

        The Company's balance sheet for the quarter ended January
31, 1998, reflects no current assets. Although the Company's balance
sheet also reflects no current liabilities, the Company will be required
to raise additional funds, or its shareholders will be required to
advance funds in order to pay future liabilities as they accrue, and in
order to satisfy the Company's cash requirements for the next twelve
months.
<PAGE>
Part II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)     EXHIBIT 27 - Financial data schedule.

        (b)     There have been no reports on Form 8-K for the
quarter ending January 31, 1998.


                               *****************

Signatures

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

BOULDER CAPITAL OPPORTUNITIES, INC.
(Registrant)

Date:   March 17, 1998

/s/_____________________________
   Mark DiSalvo, President