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:  September 30, 2000

[   ]  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 September 30, 2000, 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, 1999,  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 September 30, 2000, 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 lack of a specified business


                                       2
<PAGE>


     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.




                                       3
<PAGE>


<TABLE>

<CAPTION>

                              Financial Statements

                     BOULDER CAPITAL OPPORTUNITIES, II, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               September 30, 2000
                                  BALANCE SHEET
                                   (Unaudited)


                             Assets
<S>                                                               <C>             <C>
Current assets:
Cash                                                               $
                                                                                 -
                                                                  ----------------
    Total current assets                                                                     $    -

Organization costs, net of amortization                                                       4,734
                                                                                  ------------------
                                                                                           $  4,734
                                                                                  ==================

              Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                                         $  3,122
Accounts payable, shareholder                                              10,828
                                                                  ----------------
    Total current liabilities                                                             $  13,950

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                           (75,380)
                                                                  ----------------
    Total stockholders' equity                                                              (9,216)
                                                                                  ------------------
                                                                                  ------------------
                                                                                           $  4,734
                                                                                  ==================


                                            See accompanying notes to these financial statements



                                       4
<PAGE>


<CAPTION>


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

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED

                                                                                                          Inception
                                                                                                        (August 8,
                                                                                                              1996)
                                        Three Months Ended                 Nine Months Ended               Through
                                           September 30                      September 30                 Seotember
                                           2000           1999             2000             1999            2000
                                      ----------------------------------------------------------------------------------
<S>                                          <C>             <C>              <C>               <C>         <C>
Revenues                                     $     -         $     -          $      -          $   -       $     5,000
                                      ----------------------------------------------------------------------------------

Costs and expenses:
  General and administrative                     718           1,282             2,094          4,548            56,790
  Amortization                                 1,420           1,420             4,260          4,260            23,666
                                      ----------------------------------------------------------------------------------
                                               2,138           2,702             6,354          8,808            80,456
                                      ----------------------------------------------------------------------------------

Net operating income (loss)                  (2,138)         (2,702)           (6,354)        (8,808)          (75,456)

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

Net income (loss)                        $   (2,138)     $   (2,702)      $    (6,354)      $ (8,808)      $   (75,380)
                                      ==================================================================================

Net (Loss) per share                      $   (0.00)      $   (0.00)      $     (0.01)       $ (0.01)      $     (0.07)
                                      ==================================================================================

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
<PAGE>


<CAPTION>


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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                        Inception
                                                                                        (August 8,
                                                                                          1996)
                                                       Nine Months  Ending               Through
                                                         September 30                  September 30
                                                       2000             1999               2000
                                                --------------------------------------------------------
<S>                                                   <C>              <C>                <C>
Cash flows from operating activities:
  Net income (loss)                                   $    (6,354)     $   (8,808)        $    (75,380)
    Adjustments to reconcile net income to
    net cash provided by operating activities

 Stock issued for services                                                                       23,950
  Amortization                                               4,260           4,260               23,666
Changes in assets and liabilities:
  Increase (decrease) in accounts payable
  and accrued expenses                                       2,094           4,548               13,950
                                                --------------------------------------------------------
       Total adjustments                                     6,354           8,808               61,566
                                                --------------------------------------------------------
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              $      -         $     -            $       -
                                                ========================================================


</TABLE>

              See accompanying notes to these financial statements


                                       6
<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 September 30,
         2000 and the results of operations  for the three month period and nine
         month  periods  ended  September 30, 2000 and 1999 and the statement of
         cash flows for the nine months  ended  September  30, 2000 and 1999 and
         the statements of operations and cash flows  cumulative since inception
         to September 30, 2000. 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, 1999,  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: November 20, 2000
                                         ---------------------------------------
                                         Michael Delaney, President