SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                           FORM 10-QSB AMENDMENT NO. 1

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       For the Quarterly Period ended:  June 30, 2005
                                        --------------

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ___________ to ______________


                         Commission file number 0-21847
                                                -------


                     BOULDER CAPITAL OPPORTUNITIES, II, INC.
     -----------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                   Colorado                           84-1356598
    -------------------------------     ------------------------------------
    (State or other jurisdiction of     (I.R.S. Employer Identification No.)
     incorporation or organization)


                     P.O. Box 12483 Chandler, Arizona 85248
                    ----------------------------------------
                    (Address of principal executive offices)


                                  (480)792-6603
                           ---------------------------
                           (Issuer's telephone number)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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
                                                    ---            ---

As of June 30, 2005, 2,230,200 shares of common stock were outstanding.

Transitional Small Business Disclosure Format:  Yes       No X
                                                   ---      ---

<PAGE>

                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

     For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.


Item 2. Management's Discussion and Analysis or Plan of Operation.

PLAN OF OPERATIONS

     We were organized under the laws of the State of Colorado on August 8,1996.
We have generated no revenues from our operations in recent years and have been
a development stage company since our formation. Since we have not generated
revenues and have not been in a profitable position, we operate with minimal
overhead. Our primary activity will be to search for and to acquire oil and gas
leases for our own account, and for the foreseeable future to search for and to
acquire oil and gas leases for the account of our clients. No leases or clients
have been identified at this time. We intend to develop oil and gas lease
projects in which we can act either as the drilling operator for an investor
group or as a broker of leases for a lessor and for the account of its clients.
Leases may be received from individuals or companies by assignment under an
agreement to develop or sell such leases on behalf of such persons. We also plan
in the future to act as a broker for lease situations involving third parties.

     We will focus our attention on drilling primarily in the same specific
geographical area in which we plan to acquire interests. We plan to concentrate
our activities in the Western United States. We plan to utilize various
reporting services such as Petroleum Information and our contacts within the
petroleum industry to identify drilling locations, companies and ownership
activity. However, since the thrust of our initial efforts will be to acquire
leases with a minimum of capital outlay, we will also look at situations in any
other geographical area where such leases may be obtained. The ability to drill
in a specific lease area will be secondary to the ability to acquire a lease on
terms most favorable to us and at little or no capital outlay. At the present
time, we have been looking for leases which meet the above-mentioned criteria
but has not yet identified any lease situations which we believe would be
appropriate for acquisition. We cannot predict when such identification will
occur.

     We expect to enter into turnkey drilling contracts with an unaffiliated
third party for the drilling of any wells. At some later time, we may act as the
driller of the wells, although there are no plans to do so at the present time.
The costs of drilling wells have not been determined at this time. In any case,
we will make every attempt to see that the well are drilled in such areas with
our best estimate of making the best return on investment for us and our
partners.

     The turnkey drilling contract represents the cost of drilling and
completion. If, in our sole opinion, a well should not be completed because it
will not produce sufficient oil or gas to return a profit, then we would not
anticipate expending the completion funds for such well.

                                        2
<PAGE>


     It is currently anticipated that any wells to be drilled by us will be
drilled within the geographical area or areas selected by us. However, once
selected, if subsequent engineering evaluation indicates a more favorable
location, we reserve the right to move the drill site or sites, as the case may
be, to such location or locations, as the case may be. Any substituted well
location or drill site would compare favorably with the general character of the
site previously selected regarding degree of risk, drilling depth and cost.
Furthermore, it is expected, though not necessarily required, that any such
substituted well location or drill site will be in the same general area as the
site specified herein.

     In addition, we would reserve the right to unitize or pool all of the wells
in the selected geographical area into a common production pool or unit. In such
event, the owners of the wells, which may include non-partnership investors of
ours, will share in the revenue on a pro-rata basis.

     We expect to participate in joint ventures with other entities in the
development of some prospects. We will have the sole discretion in determining
which prospects will be suitable for joint venture participation. In each such
joint venture project, any such partnership would receive its pro rata portion
of the 100% working interest and would be responsible for its pro rata share of
costs and expenses.

     Also, we may seek, investigate, and, if warranted, acquire one or more oil
or gas properties. 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. We have
very limited capital, and it is unlikely that we will be able to take advantage
of more than one such business opportunity. We intend to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.

     At the present time we have not identified any oil or gas business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning any business matter. No
assurance can be given that we 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 us or our stockholders.

     Our plan of operations for the next twelve months is to continue to carry
out our plan of business discussed above. This includes seeking to complete a
merger or acquisition transaction for oil or gas properties.

LIQUIDITY AND CAPITAL RESOURCES

     As of the end of the reporting period, we had no material cash or cash
equivalents. There was no significant change in working capital during this
fiscal year.

     Our management feels we have inadequate working capital to pursue any
business opportunities other than seeking leases for acquisition and partnership
with third parties. We will have negligible capital requirements prior to the
consummation of any such acquisition. We so not intend to pay dividends in the
foreseeable future.

                                        3
<PAGE>


     We will not be required to raise additional funds, nor will our
shareholders be required to advance funds in order to pay our current
liabilities and to satisfy our cash requirements for the next twelve months.

Item 3. Controls and Procedures

     Within the 90 days prior to the date of this Quarterly Report on Form
10-QSB, we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures and our internal controls and procedures for
financial reporting. This evaluation was done under the supervision and with the
participation of our management, including the President and the Chief Financial
Officer. In accordance with SEC requirements, the President and Chief Financial
Officer note that, since the date of the evaluation to the date of this
Quarterly Report, there have been no significant changes in internal controls or
in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses. Based upon our evaluation, the President and Chief Financial Officer
have concluded that our disclosure controls are effective to ensure that
material information relating to us is made known to management, including the
President and Chief Financial Officer, particularly during the period when our
periodic reports are being prepared, and that our internal controls are
effective to provide reasonable assurance that our financial statements are
fairly presented in conformity with generally accepted accounting principles.

                                        4
<PAGE>


JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Boulder Capital Opportunities II, Inc.
Chandler, AZ

We have reviewed the accompanying balance sheet for Boulder Capital
Opportunities II, Inc. (an exploration stage company) for June 30, 2005 and the
related statements of operations for the three and six months ended June 30,
2005, and for the period from August 6, 1996 (inception) to June 30, 2005, and
cash flows for the six months ended June 30, 2005 and for the period from August
6, 1996 (inception) to June 30, 2005. These financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). The review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management's plans in regard to these
matters are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The financial statements for the year ended December 31, 2004 were audited by
other accountants, whose report is dated March 8, 2005, expressed an unqualified
opinion on those statements. They have not performed any auditing procedures
since that date. In our opinion, the information set forth in the accompanying
balance sheet as of June 30, 2005, is fairly stated in all material respects in
relation to the balance sheet from which it has been derived.


/s/ Jaspers + Hall, PC
----------------------
Jaspers + Hall, PC
November 17, 2005

                                        5
<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                        THREE-MONTHS ENDED JUNE 30, 2005
                                   (UNAUDITED)

                                        6
<PAGE>

<TABLE>
                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                         (An Exploration Stage Company)
                                 Balance Sheets

                                   (Unaudited)
<CAPTION>

                                                                       Unaudited
                                                                   June 30,   December 31,
                                                                     2005         2004
                                                                  ---------    ---------
<S>                                                               <C>          <C>
                                     ASSETS
Current Assets:
    Cash                                                          $    --      $    --
    Accounts Receivable                                                --           --
                                                                  ---------    ---------

        Total Current Assets                                           --           --
                                                                  ---------    ---------

TOTAL ASSETS                                                      $    --      $    --
                                                                  =========    =========


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable                                              $   8,374    $   8,374
    Advance from Stockholder                                         17,700       17,700
                                                                  ---------    ---------

        Total Current Liabilties                                     26,074       26,074
                                                                  ---------    ---------

 Stockholders Equity:
    Preferred Stock, no par value, 10,000,000 shares authorized        --           --
       None issued
    Common stock, no par value, 100,000,000 shares authorized       114,164      114,164
        2,230,200 shares issued and outstanding 2005 and 2004
     Deficit accumulated during the exploration stage              (140,238)    (140,238)
                                                                  ---------    ---------

        Total Stockholders' Equity                                  (26,074)     (26,074)
                                                                  ---------    ---------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                          $    --      $    --
                                                                  =========    =========
</TABLE>


                         See Accountants' Review Report

                                        7
<PAGE>

<TABLE>
                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                         (An Exploration Stage Company)
                            Statements of Operations

                                   (Unaudited)
<CAPTION>


                                     Three-Months Ended        Six-Months Ended    August 6, 1996
                                          June 30,                 June 30,        (Inception) to
                                    ---------------------   ---------------------     June 30,
                                       2005       2004        2005        2004          2005
                                    ---------   ---------   ---------   ---------   -----------
<S>                                 <C>         <C>         <C>         <C>         <C>
Revenue:
    Sales                           $    --     $    --     $    --     $--         $     5,000
                                    ---------   ---------   ---------   ---------   -----------

Total Income                             --          --          --          --           5,000
                                    ---------   ---------   ---------   ---------   -----------

Operating Expenses:
     Amortization                        --          --          --          --          28,400
     Professional Fees                   --          --          --          --          94,001
     Other Expenses                      --          --          --          --          22,913
                                    ---------   ---------   ---------   ---------   -----------

Total Operating Expenses                 --          --          --          --         145,314
                                    ---------   ---------   ---------   ---------   -----------

Other Income/Expense:
     Interest Income                     --          --          --          --              76
                                    ---------   ---------   ---------   ---------   -----------

Total Other Income/Expense               --          --          --          --              76
                                    ---------   ---------   ---------   ---------   -----------

Net Loss From Operations            $    --     $    --     $    --     $    --     $  (140,238)
                                    =========   =========   =========   =========   ===========

Per Share Information:

     Weighted average number
     of common shares outstanding   2,230,200   2,230,200   2,230,200   2,230,200
                                    ---------   ---------   ---------   ---------

Net Loss per common share           (*)         (*)         (*)         (*)
                                    =========   =========   =========   =========
</TABLE>

* Less than $.01

                         See Accountants' Review Report

                                        8
<PAGE>

<TABLE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                         (An Exploration Stage Company)
                   Statement of Stockholders' Equity (Deficit)
                                  June 30, 2005

                                   (Unaudited)
<CAPTION>

                                                                         Deficit
                                         COMMON STOCKS             Accum.
                                     ----------------------        During        Total
                                                                Exploration   Stockholders'
                                   # of Shares    Amount           Stage         Equity
                                     ---------   ---------       ---------      ---------

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

Issuance of stock for compensation     710,000      28,400            --           28,400
Issuance of stock for cash             100,000       4,000            --            4,000
Issuance of stock for cash             200,000       8,000            --            8,000
Net Loss for Year                         --          --            (6,448)        (6,448)
                                     ---------   ---------       ---------      ---------

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

Issuance of stock for compensation      20,200      20,200            --           20,200
Net Loss for Year                         --          --           (32,493)       (32,493)
                                     ---------   ---------       ---------      ---------

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

Additional Paid-In Capital                --         5,564            --            5,564
Net Loss for Year                         --          --           (12,792)       (12,792)
                                     ---------   ---------       ---------      ---------

Balance - December 31, 1998          1,030,200      66,164         (51,733)        14,431
                                     ---------   ---------       ---------      ---------

Net Loss for Year                         --          --           (17,940)       (17,940)
                                     ---------   ---------       ---------      ---------

Balance - December 31, 1999          1,030,200      66,164         (69,673)        (3,509)
                                     ---------   ---------       ---------      ---------

Issuance of stock for compensation   1,200,000      48,000            --           48,000
Net Loss for Year                         --          --           (48,000)       (48,000)
                                     ---------   ---------       ---------      ---------

Balance - December 31, 2000          2,230,200     114,164        (117,673)        (3,509)
                                     ---------   ---------       ---------      ---------

Net Loss for Year                         --          --              --             --
                                     ---------   ---------       ---------      ---------

Balance - December 31, 2001          2,230,200     114,164        (117,673)        (3,509)
                                     ---------   ---------       ---------      ---------

Net Loss for Year                         --          --              --             --
                                     ---------   ---------       ---------      ---------

Balance - December 31, 2002          2,230,200     114,164        (117,673)        (3,509)
                                     ---------   ---------       ---------      ---------

Net Loss for Year                         --          --            (8,700)        (8,700)
                                     ---------   ---------       ---------      ---------

Balance - December 31, 2003          2,230,200     114,164        (126,373)       (12,209)
                                     ---------   ---------       ---------      ---------

Net Loss for Year                         --          --           (13,865)       (13,865)
                                     ---------   ---------       ---------      ---------

Balance - December 31, 2004          2,230,200     114,164        (140,238)       (26,074)
                                     ---------   ---------       ---------      ---------

Net Loss for Period                       --          --              --             --
                                     ---------   ---------       ---------      ---------

Balance - June 30, 2005              2,230,200   $ 114,164       $(140,238)     $ (26,074)
                                     =========   =========       =========      =========
</TABLE>

                         See Accountants' Review Report

                                        9
<PAGE>

<TABLE>
                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                         (An Exploration Stage Company)
                             Statements of Cash Flow
                                 Indirect Method

                                   (Unaudited)
<CAPTION>

                                                       Six-Months Ended    August 6, 1996
                                                           June 30,        (Inception) to
                                                     ---------------------     June 30,
                                                      2005        2004          2005
                                                     ---------   ---------   ---------
<S>                                                   <C>         <C>         <C>
Cash Flows from Operating Activities:

     Net (Loss)                                       $--         $--         $(140,238)

    Stock issued for services                              --          --        96,600
    Amortization                                           --          --        28,400
     Adjustments to reconcile net loss to cash used
        by operating activities
     (Decrease) increase in accounts payable               --          --         8,374
                                                      ---------   ---------   ---------

Net Cash Used by Operating Activities                      --          --        (6,864)
                                                      ---------   ---------   ---------

Cash Flows from Investing Activities:

     Acquisition of organizational services                --          --       (28,400)
                                                      ---------   ---------   ---------

Net Cash Used for Investing Activities                     --          --       (28,400)
                                                      ---------   ---------   ---------

Cash Flows from Financing Activities:
     Proceeds from advance from stockholder                --          --        17,700
     Proceeds from stock issuance                          --          --        17,564
                                                      ---------   ---------   ---------

Net Cash Provided by Financing Activities                  --          --        35,264
                                                      ---------   ---------   ---------

Net Increase in Cash & Cash Equivalents                    --          --          --

Beginning Cash & Cash Equivalents                          --          --          --
                                                      ---------   ---------   ---------

Ending Cash & Cash Equivalents                        $--         $--         $    --
                                                      =========   =========   =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                           $--         $--         $    --
                                                      =========   =========   =========
     Cash paid for Income Taxes                       $--         $--         $    --
                                                      =========   =========   =========

NON-CASH TRANSACTIONS
     Common stock issued for services                 $--         $--         $  96,600
                                                      =========   =========   =========
</TABLE>

                         See Accountants' Review Report

                                       10
<PAGE>


                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2005
                                   (Unaudited)





Note 1 - Presentation of Interim Information:

In the opinion of the management of Boulder Capital Opportunities II, Inc. the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of June 30,
2005 and the results of operations for the three and six-months ended June 30,
2005 and 2004 and the period August 6, 1996 (inception) to June 30, 2005, and
the related cash flows for the six-months ended June 30, 2005 and 2004 and the
period August 6, 1996 (inception) to June 30, 2005. Interim results are not
necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Company's audited financial
statements and notes for the fiscal year ended December 31, 2004.

Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company has not earned any revenue from operations. The Company's ability to
continue as a going concern is dependent upon its ability to develop additional
sources of capital or locate a merger candidate and ultimately, achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Management is seeking new capital to revitalize the Company.

                                       11
<PAGE>



PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

         None

Item 2. Changes in Securities.

         None

Item 3. Defaults Upon Senior Securities.

         (Not applicable)

Item 4. Submission of Matters to a Vote of Security Holders.

         (Not applicable)

Item 5. Other Information.

         (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.

        (a)   Exhibits

              31.1  Certification of CEO and CFO pursuant to Sec. 302
              32.1  Certification of CEO and CFO pursuant to Sec. 906

        (b) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter for which this report
is filed.


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         BOULDER CAPITAL OPPORTUNITIES, II, INC.


Date: November 21, 2005
                                         By  /s/ Michael Delaney
                                             -----------------------------------
                                              Michael Delaney, President


                                       12