SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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

     For the Quarterly Period ended: June 30, 1999

[ ]  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 890261, Temecula, CA 92589
                       -----------------------------------
                    (Address of principal executive offices)

                                 (909) 693-2285
                                 --------------
                           (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___ No X

As of June 30, 1999, 1,030,200 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.

     The   financial   statements   have  been   prepared  by  Boulder   Capital
Opportunities,  II, Inc.  without audit pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted accounting  principles have been condensed or omitted as
allowed  by such  rules  and  regulations,  and  management  believes  that  the
disclosures are adequate to make the information presented not misleading. These
financial  statements  include all of the  adjustments  which, in the opinion of
management,  are  necessary to a fair  presentation  of  financial  position and
results  of  operations.  All such  adjustments  are of a normal  and  recurring
nature.  These  financial  statements  should  be read in  conjunction  with the
audited  financial  statements  at December 31, 1998,  included in the Company's
Form 10-KSB.

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

     (a)  Plan of  Operation.  Boulder  Capital  Opportunities,  II,  Inc.  (the
"Company")  was  organized  under the laws of the State of Colorado on August 8,
1996 to engage in any lawful business.  The Company is in the development  stage
and its  intent  is to  operate  as a capital  market  access  corporation.  The
Company's  business plan is to seek a business  combination.  Management has not
identified  any  particular  business or industry  within which the company will
seek  acquisitions  or mergers.  The Company has not conducted,  nor have others
made available to it, market research  supporting the viability of the Company's
proposed  operations.  The Company has had no significant  business  activity to
date.  Management of the Company has unlimited  discretion  in  determining  the
business activities in which the Company will become engaged. Such companies are
commonly referred to as "blind pool/blank check" companies.  There is and can be
no  assurance  that the Company  will be able to acquire an interest in any such
opportunities that may exist or that any activity of the Company, even after any
such acquisition, will be profitable.

     The Company has generated minimal revenues from its operations and has been
a development  stage company  since  inception.  Since the Company has generated
minimal revenues since inception and has never been in a profitable position, it
operates with minimal overhead.

     During  the  period of this  report,  the  Company  has not  engaged in any
preliminary  efforts intended to identify any possible  acquisitions nor entered
into a letter of intent concerning any business opportunity.

     (b)  Liquidity and Capital Resources.  At June 30, 1999, the Company had no
          material cash or other assets with which to conduct operations.  There
          can be no  assurance  that the Company  will be able to  complete  its
          business  plan and to  exploit  fully any  business  opportunity  that
          management may be able to locate on behalf of the Company.  Due to the

                                       2
<PAGE>


          lack of a  specified  business  opportunity,  the Company is unable to
          predict the period for which it can conduct  operations.  Accordingly,
          the Company will need to seek additional  financing through loans, the
          sale and issuance of  additional  debt and/or  equity  securities,  or
          other  financing  arrangements.  Management of the Company has advised
          that they will pay certain  costs and  expenses  of the  Company  from
          their  personal  funds as interest  free loans in order to  facilitate
          development of the Company's business plan.  Management  believes that
          the Company has inadequate working capital to pursue any operations at
          this  time;  however,   loans  to  the  Company  from  management  may
          facilitate  development  of the  business  plan.  For the  foreseeable
          future,   the  Company  through  its  management   intends  to  pursue
          acquisitions  as a means to develop the Company.  The Company does not
          intend to pay dividends in the  foreseeable  future.  As of the end of
          the  reporting  period,  the  Company  had no  material  cash  or cash
          equivalents. There was no significant change in working capital during
          this quarter.

     (c)  Year 2000  issues  "Year  2000  problems"  result  primarily  from the
          inability of some computer  software to properly store,  recall or use
          data after  December  31,  1999.  The Company is engaged  primarily in
          organizational and fund raising  activities and accordingly,  does not
          rely on information technology ("IT") systems. Accordingly the Company
          does not  believe  that it will be  materially  affected  by Year 2000
          problems.  The Company  relies on non-IT  systems that may suffer from
          Year 2000 problems including  telephone  systems,  facsimile and other
          office  machines.  Moreover,  the Company relies on third parties that
          may suffer from Year 2000  problems  that could  affect the  Company's
          operations  including  banks and utilities.  In light of the Company's
          minimal  operations,  the Company  does not  believe  that such non-IT
          systems or third-party Year 2000 problems will affect the Company in a
          manner that is different or more substantial than such problems affect
          other similarly situated companies. Consequently, the Company does not
          currently  intend  to  conduct  a  readiness  assessment  of Year 2000
          problems or develop a detained  contingency  plan with respect to Year
          2000 problems that may affect the Company or third parties.

          The foregoing is a "Year 2000 Readiness Disclosure" within the meaning
          of the Year 2000 Information and Readiness Disclosure Act of 1998.

                                        3
<PAGE>


                              Financial Statements
                              --------------------

                     BOULDER CAPITAL OPPORTUNITIES, II, INC.
                     ---------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                                  June 30, 1999
                                  BALANCE SHEET
                                   (Unaudited)

                             Assets
Current assets:
  Cash                                                                 $      0
                                                                       --------
    Total current assets                                               $      0

Organization costs, net of amortization                                  13,254

                                                                       $ 13,254
                                                                       ========

              Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable, trade                                              $  3,509
                                                                       --------
    Total current liabilities                                          $  3,509

Stockholder's equity:
  Preferred stock; 10,000,000 shares authorized; no par
  value; none issued or outstanding

  Common stock, 10,000,000 shares authorized, no par
  value; 1,030,200 shares issued and outstanding                         60,600

  Additional paid-in capital                                              5,564

  Deficit accumulated during development stage                          (56,419)
                                                                       --------
    Total shareholders' deficit                                           9,745
                                                                       --------
                                                                       $ 13,254
                                                                       ========


              See accompanying notes to these financial statements

                                        4
<PAGE>
<TABLE>
<CAPTION>


                                 BOULDER CAPITAL OPPORTUNITIES, II, INC.
                                 ---------------------------------------
                                      (A DEVELOPMENT STAGE COMPANY)

                                         STATEMENTS OF OPERATIONS
                                                  (UNAUDITED

                                                                                                   Inception
                                                                                                  (August 8,
                                         Three Months  Ended             Six Months Ended            1996)
                                               June 30                        June 30               Through
                                         1999           1998            1999          1998       June 30, 1999
                                         ----           ----            ----          ----       -------------
<S>                                   <C>            <C>            <C>            <C>            <C>
Revenues                              $         0    $         0    $         0    $         0    $     5,000
                                      -----------    -----------    -----------    -----------    -----------

Costs and expenses:
  General and administrative                    0             76          3,266          1,217         46,349
  Amortization                              1,420          1,420          2,840          2,840         16,566
                                                                                                  -----------
                                           (1,420)        (1,496)        (6,106)        (4,057)       (62,915)

Net operating income (loss)                (1,420)        (1,496)        (6,106)        (4,057)       (57,915)

Other income and (expense)
Interest income                                 0              0              0              0             76
                                                                                                  -----------
  Total other income (expense)                  0              0              0              0             76

Net loss before extraordinary item         (1,420)        (1,496)        (6,106)        (4,057)       (57,839)

Net income (loss)                     ($    1,420)   ($    1,496)   ($    6,106)   ($    4,057)   ($   57,839)
                                      ===========    ===========    ===========    ===========    ===========

Net (Loss) per share                  ($     0.00)   ($     0.00)   ($     0.01)   ($     0.00)   ($     0.06)
                                      ===========    ===========    ===========    ===========    ===========

Weighted average shares outstanding     1,030,200      1,030,200      1,030,200      1,030,200      1,030,200
                                      ===========    ===========    ===========    ===========    ===========





                             See accompanying notes to these financial statements

                                                      5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                      Inception
                                                                      (August 8,
                                                  Six Months Ending      1996)
                                                      June 30           Through
                                                  1999        1998   June 30, 1999
                                                  ----        ----   -------------
Cash flows from operating activities:
<S>                                             <C>         <C>         <C>
  Net income (loss)                             ($ 6,106)   ($ 4,057)   ($57,839)
    Adjustments to reconcile net income to
    net cash provided by operating activities

Stock issued for services                                                 23,950
  Amortization                                     2,840       2,840      16,566
Changes in assets and liabilities:
  Increase (decrease) in accounts payable
  and accrued expenses                             3,266       1,217       3,509
                                                --------    --------    --------
       Total adjustments                           6,106       4,057      44,025
Net cash (used in) operating activities                0           0     (13,814)



Cash flows from investing activities:                  0           0           0

Cash flows from financing activities:
  Proceeds from sale of common stock                                       8,250
  Capital contributions                                                    5,564
                                                                        --------
Net cash (used in) investing activities                0           0      13,814

Increase (decrease) in cash                            0           0           0

Cash and cash equivalents, beginning of
the period                                             0           0           0
                                                                        --------

Cash and cash equivalents, end of the period    $      0    $      0    $      0
                                                ========    ========    ========



              See accompanying notes to these financial statements

                                        6
</TABLE>
<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     In the  opinion  of  management,  all  adjustments,  consisting  of  normal
     recurring  accruals,   have  been  made  that  are  necessary  for  a  fair
     presentation of the financial  position of the Company at June 30, 1999 and
     the results of operations  for the three month period and six month periods
     ended June 30,  1999 and 1998 and the  statement  of cash flows for the six
     months ended June 30, 1999 and 1998 and the  statements of  operations  and
     cash flows cumulative since inception to June 30, 1999.  Quarterly  results
     are not necessarily  indicative of the expected annual results.  For a more
     complete  understanding of the Company's operations and financial position,
     reference is made to the  financial  statements  of the Company and related
     notes  thereto,  filed with the Company's  annual report on Form 10-KSB for
     the year ended December 31, 1998, previously filed with the U.S. Securities
     and Exchange Commission.


                                       7
<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

          No exhibits as set forth in Regulation  SB, are  considered  necessary
          for this filing.

     (b)  Reports on Form 8-K

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



                                        8
<PAGE>


                                   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: August 11, 1999                    /s/ Michael Delaney
---------------------                    -------------------
                                         Michael Delaney, President




                                       9