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 July 31, 1997.

_____ 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 July 31, 1997, 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 July 31, 1997<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
July 31, 1997
(Unaudited)

<TABLE>
<CAPTION>
<S>                                                  <C>
ASSETS

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

NON-CURRENT ASSETS
Organizational costs (net)                          1332
 Total other assets                                 1332

TOTAL ASSETS                                        1332

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                    2966
 Total current liabilities                          2966

STOCKHOLDERS' EQUITY
Common stock, no par value
 100,000,000 shares authorized;
 1,010,000 shares issued and
 outstanding                                        8025
Preferred stock, no par value
 10,000,000 shares authorized;
 no shares issued and outstanding                      -

Deficit accumulated during the
 development stage                                (9659)

 Total stockholders' equity                       (1634)

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                              1332
</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)

<TABLE>
<CAPTION>
                     Period from
                     Inception                   For quarter ended July 31
                     (4/22/96)
                     to July 31, 1997                1997            1996
<S>                          <C>                      <C>             <C>

INCOME                         -                        -               -

EXPENSES
Amortization                 443                       88              88
Legal and
 professional             10,216                    1,547           1,748

TOTAL EXPENSES            10,659                    1,635           1,836

NET LOSS                (10,659)                  (1,635)         (1,836)

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

Balance, end of
 period                 (10,659)                 (10,659)         (4,337)

NET LOSS 
  PER SHARE                    (.0106)                   (.0016)         (.0018)

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>
                   Period from
                   Inception            For the three months ended
                   (4/22/96)                    July 31
                   to 7/31/97               1997             1996
<S>                          <C>             <C>              <C>

CASH FLOWS FROM
 OPERATING 
 ACTIVITIES
Net Loss                (10,659)         (1,635)          (1,835)
Noncash items
 included in net loss:
    Amortization
    expense                  443              88               88
  Expenses paid by
    related party          1,000           1,000                -
  
Changes in:
  Current
  liabilities              2,966           (627)          (2,500)
Net cash used 
  by operating
  activities             (6,250)         (1,174)           (4337)

CASH FLOWS FROM
 INVESTING
 ACTIVITIES                    -               -                -

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

Net cash provided by
 financing activities      6,250               -                -

NET INCREASE
 (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS             (6,250)         (1,174)          (4,337)

CASH AND CASH
 EQUIVALENTS,
 BEGINNING OF
 PERIOD                    6,250           1,174            6,249

CASH AND CASH
 EQUIVALENTS,
 END OF PERIOD                 -               -            2,002
</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
July 31, 1997


Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

The Company was incorporated on April 22, 1996, in the State of
Colorado as Boulder Capital Opportunities, Inc.  The Company is in the
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.

Organizational costs

Organizational costs include costs for professional fees and will be
amortized using the straight-line method over five years.

Net loss per share

The net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.

Estimates

The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumption that affect the amounts
reported in these financial statements and accompanying notes.  Actual
results could differ from those estimates.

Note 2.  STOCKHOLDERS' EQUITY

On April 22, 1996, the Company issued 710,000 shares of its no par
value common stock to affiliates for services valued at their fair market
value of $1,775.

On April 23, 1996, the Company issued 100,000 shares of its no par
value common stock to its President at $0.0025 per share, $250 in total.

On April 30, 1996, the Company issued 200,000 shares of its no par
value common stock to various investors for $6,000.

Note 3.  RELATED PARTY TRANSACTIONS

At July 31, 1997, the Company owed $1,547 to a law firm, an officer
of which is a shareholder of the Company.

During the quarter ended July 31, 1997, the Company's President, who
is also a shareholder of the Company, paid a $1,000 account owed by
the Company to its independent auditors.

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

        The Company's balance sheet for the quarter ended July 31,
1997, reflects no current assets and current liabilities in the amount of
$2,966.  Accordingly, the Company will be required to raise additional
funds, or its shareholders will be required to advance funds in order to
pay its current liabilities and to satisfy the Company's cash requirements
for the next twelve months.
<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 July 31, 1997.


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

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:   September 18, 1997

/s/_____________________________
   Mark DiSalvo, President