SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 1O-QSB

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended May 31, 1998.
                                         or
( )  Transition  Report  Pursuant  to  Section  13  or 15(d)  of the  Securities
     Exchange Act of 1934

     For the transition period from ____________ to ____________


                           Commission File No.0-21847


                     BOULDER CAPITAL OPPORTUNITIES II, INC.
        (Exact Name of Small Business Issuer as specified in its charter)



                     Colorado                       84-1356898
                  ---------------           --------------------------
                  (State or other           (IRS Employer File Number)
                  jurisdiction of
                  incorporation)

                  P.O. Box 890261
                Temecula, California                           92589
        ----------------------------------------             ----------
        (Address of principal executive offices)             (Zip Code)


                                  (909)693-2285
               ---------------------------------------------------
               (Registrant's telephone number including area code)


Indicate by check mark whether the Registrant (1) had filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 ____

The number of shares outstanding of Registrant's common stock, par value $ .0001
per share, as of November 30, 1997 were 1,030,200 common shares.



<PAGE>


                         PART 1 - FINANCIAL INFORMATION

ITEM I.  Financial Statements
         See attached financial statements

ITEM 2.  Managements Discussion and Analysis of Financial Condition and  Results
         of Operations

         Results of Operations

         The Company has  generated  no  material  revenues from its  operations
since  inception  and has been a development  stage company  during this period.
Since the  Company has not  generated  material  revenues  and has not been in a
profitable  position,  it operates with minimal overhead.  The Company's primary
activity  for the  foreseeable  future  will  be to  search  for an  acquisition
candidate.  As of the end of the reporting period,  the Company has concluded no
acquisitions and has spoken with no potential candidates.

         Liquidity and Capital Resources

         As of the end of the reporting period, the Company had minimal cash and
cash equivalents. There was no significant change in working capital during this
fiscal year.

         Management  feels  that the  Company  has  inadequate  working  capital
to pursue any  business  opportunities  other than seeking an  acquisition.  The
Company will have negligible capital  requirements  pending the completion of an
acquisition.  The Company does not intend to pay  dividends  in the  foreseeable
future.

                           PART II- OTHER INFORMATION

ITEM 1.  Legal Proceedings

         No legal proceedings of a material nature to which  the  Company  is  a
party were pending  during the  reporting  period,  and the Company  knows of no
legal  proceedings  of a material  nature  pending or  threatened  or  judgments
entered against any director or officer of the Company in his capacity as such.

ITEM 2.  Changes in Securities. None.

ITEM 3.  Defaults upon Senior Securities.  None.

ITEM 4.  Submission of Matters to a Vote of Security Holders.  None

ITEM 5.  Other Information. None.

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

No exhibits as set forth in  Regulation  S-K are  considered  necessary  in this
lO-QSB  filing.  No reports on Form 8-K were filed as of the most recent  fiscal
quarter.



<PAGE>


                                   SIGNATURES

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                   BOULDER CAPITAL OPPORTUNITIES II, INC.


Dated: May 29, 1998                By: /s/ Michael Delaney
                                           -------------------------------------
                                           Michael Delaney
                                           President and Chief Executive Officer

<PAGE>


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


                                     ASSETS

                                                     May 31       August 31
                                                      1998           1997
                                                   -----------    ---------
                                                   (unaudited)    (audited)
 CURRENT ASSETS:

      Cash                                                 0           382
                                                     -------       -------
      Total current assets                                 0           382
                                                     -------       -------
      Organizational Costs                            17,987        22,247
                                                     -------       -------
      Total assets                                   $17,987       $22,629
                                                     =======       =======


                      LIABILITIES AND STOCKHOLDERS EQUITY


 Current Liabilities:

      Accounts Payable                                   880           970
                                                     -------       -------
      Total current liabilities                          880           970
                                                     -------       -------

 Shareholders Equity:
      Preferred stock, no par value,
      10,000,000 shares authorized                         -             -

      Common stock, no par value, 100,000,000
         authorized, 1,030,200 shares issued and
         outstanding at November 30, 1997 and
         August 31, 1997                              60,600        60,600

      Accumulated deficit during development stage   (43,493)      (38,941)
                                                     -------       -------
      Total stockholders equity (deficit)             17,107        21,659
                                                     -------       -------
      Total liabilities and shareholders equity      $17,987       $22,629
                                                     =======       =======

<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS


                                             Nine months    Inception
                                               ended     (August 8, 1996)
                                                May         to May 31,
                                              31, 1998         1998
                                             -----------   -------------
                                             (unaudited)    (unaudited)
 
     Operating Revenue                        $               $  5,000
                                              ---------       --------
     Costs and Expenses:
           Amortization                           4,260         10,413
           Professional fees                       (436)        10,432
           Stock issued for services                  -         20,200
           Other                                    728          7,524
                                              ---------       --------
                                                  4,552         48,569
                                              ---------       --------
      Loss from operations                       (4,552)       (43,569)
                                              ---------       --------

      Other income (expense):
            Other income
            Interest income                           -             76
                                              ---------       --------
      Income (loss) before provision
            for income tax benefit               (4,552)       (43,493)

      Provision for income tax                        -              -
                                              ---------       --------

            Net Income (loss)                   ($4,552)      ($43,493)
                                              =========      =========

            Net income (loss) per
            common share                      $              $     .04
                                              =========      =========

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


<PAGE>


                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS

                                                                  For the period
                                                    Nine months   August 8, 1996
                                                       ended      (Inception) to
                                                      May 31,         May 31,
                                                       1998            1998
                                                    -----------   --------------
                                                    (unaudited)     (unaudited)
 Cash flows from operating activities
    Net income (loss)                                 ($4,552)       ($43,493)

 Change in assets and liabilities:
        Amortization                                     4260          10,413
        Increase (decrease) in accounts payable           (90)            880
        Stock issued for services                           0          23,950
                                                       ------         -------
            Net cash used by operating activities        (382)         (8,250)
                                                       ------         -------

 Cash flows from financing activities:
    Proceeds recieved from issuance of stock                0           8,250

            Net cash provided by financing activities                   8,250
                                                       ------         -------
            Net increase in cash (decrease)              (382)              0

 Cash, beginning of period                             $  382         $     0
                                                       ------         -------
 Cash, end of period                                   $    0         $     0

                                                       ======         =======


<PAGE>

<TABLE>
<CAPTION>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                        (A Development Stage Enterprise)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
                                                                             Deficit
                                                                           Accumulated
                                                                           During the
                                                                 No Par    Development
                                                    Shares       Value        Stage       Total
                                                    ------       ------    -----------    -----
<S>                                               <C>          <C>        <C>          <C>
     Balance at August 8, 1996
     Issuance of common stock at inception
          for services at $.04 per share            710,000     $28,400    $       -    $28,400
     Issuance of common stock for cash at $.0025
          and for services at $.0375 per            100,000       4,000                   4,000
     Issuance of common stock for cash at $.04
          per share                                 100,000       4,000                   4,000
     Shares subscribed at $.04 per share            100,000       4,000                   4,000
     Net loss for the period ended
          August 31, 1996                                                    (6,448)     (6,448)
                                                  ---------     -------    --------     -------
     Balance at September 30, 1984                1,010,000      40,400      (6,448)     33,952

     Issuance of common stock for cash from
          at $1.00 per share                         20,200      20,200           -      20,200
     Net loss for the period ended
          August 31, 1997                                                   (32,493)    (32,493)
                                                  ---------     -------    --------     -------
     Balance at August 31, 1997                   1,030,200      60,600     (38,941)     21,659

     Net loss for the period ended
          November 30, 1997                                                  (4,535)     (4,535)
                                                  ---------     -------    --------     -------
     Balance at November 30, 1997                 1,030,200      60,600     (43,476)     17,124

     Net gain for the period ended
          February 28, 1998                                                   1,631       1,631
                                                  ---------     -------    --------     -------
     Net loss for the period ended
          May 31, 1998                                                       (1,648)     (1,648)
                                                  ---------     -------    --------     -------

     Balance at May 31, 1998                      1,030,200     $60,600    ($43,493)    $17,107
                                                  =========     =======    ========     =======


</TABLE>


<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                         (A Development Stage Company)

                       NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 1998

Note 1.  Summary of Significant Accounting Policies

     This  summary  of  significant   accounting  policies  of  Boulder  Capital
Opportunities  II, Inc.  (Company) is presented to assist in  understanding  the
Company's  financial   statements.   The  financial  statements  and  notes  are
representations  of the  Company's  management  who  is  responsible  for  their
integrity  and  objectivity.  These  accounting  policies  conform to  generally
accepted  accounting  principles  and  have  been  consistently  applied  in the
preparation of the financial statements.

     a.  Description of Business

     The Company was  organized on August 8, 1996,  in the State of Colorado for
the purpose of engaging in any lawful  business but it is  management's  plan to
seek a  business  combination.  The  Company is in a  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. The Company has selected August 31 as
its year end.

    b.  Use of Estimates in the Preparation of Financial Statements.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of revenue and expenses  during the period.
Actual results could differ from those estimates

     c.  Organizational Costs.

     Costs incurred to organize the Company include costs for professional  fees
and are being amortized on a straight-line basis over a sixty month period.

     d.  Income Taxes.

     As of May 31, 1998,  the Company had net  operating  losses  available  for
carry-over  to  future  years  of  approximately  $43,493,   expiring  in  2012.
Utilization of these carryovers may be limited if there is a change in ownership
of the  Company.  As of May 31,  1998,  the Company has  deferred  tax assets of
approximately $8,700 due to the operating loss carry- forwards. However, because
of the  uncertainty of potential  realization  of these assets,  the Company has
provided a valuation  allowance for the entire $8,700.  Thus, no tax assets have
been recorded in the financial statements as of May 31, 1998.


<PAGE>

Note 2.  Basis of Presentation - Going Concern.

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.  However, the Company has sustained operating losses
since  inception and has a net working capital  deficiency.  These matters raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management is attempting to locate a business combination candidate.

     In view of these  matters,  continuing as a going concern is dependent upon
the  Company's  ability to meet its  financing  requirements,  raise  additional
capital,  and the success of its future operations or completion of a successful
business  combination.  Management  believes that actions  planned and presently
being taken to revise the Company's operating and financial requirements provide
the opportunity for the Company to continue as a going concern.

Note 3.  Common Stock issued.

     On August 8, 1996,  the Company  issued  710,000 shares of its no par value
common stock to  affiliates  for  organizational  services  valued at their fair
market value of $28,400.

     On August 8, 1996,  the Company  issued  100,000 shates of its no par value
common  stock to its  President at $0.0025 per share for cash of $250 and $.0375
per share in exchange for officer compensation of $3,750, $4,000 in total.

     On August 31, 1996 the Company  issued  100,000  shares of its no par value
common stock to various investors for $4,000;  100,000  additional shares remain
subscribed for at August 31, 1996. These were collected in September, 1996.

     During the period ended August 31, 1997,  the Company  issued 20,200 shares
of its no par value common stock for services valued at $20,200.

     Effective  December 17, 1997, the  shareholders of the Company sold 977,965
shares of their restricted  common stock to outside parties.  This resulted in a
change in control of the Company.

Note 4.  Related Party Transactions.

     At August 31, 1996 the Company  owed $2,000 in  consulting  fes and $225 in
attorneys to officers who are  shareholders of the Company.  At August 31, 1997,
the Company owed $818 in attorney's fees to officers who are shareholders of the
Company.  At May 31, 1998, the Company did not have a balance owed in attorney's
fees to officers who are shareholders of the Company.