U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB



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



                  For the quarterly period ended March 31, 1999


                         Commission File Number: 0-23865


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


         COLORADO                                         84-1356898
-------------------------------                ---------------------------------
(State of other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                       P.O. Box 890261, Temecula, CA 92589
           ----------------------------------------------------------
           (Address of principal executive offices including zip code)


                                 (909) 693-2285
                           --------------------------
                           (Issuer's telephone number)



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


As of March 31, 1999, the Registrant  had 1,030,200  shares of common stock,  no
par value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes__    No X


<PAGE>


                                      INDEX

                                                                  PAGE
                                                                 NUMBER
                                                                 ------

Part I.  Financial Information

     Item I.  Financial Statements

              Balance Sheets as of March 31, 1999
              and December 31, 1998                                3

              Statement of Operations, Three Months
              Ended March 31, 1999                                 4

              Statement of Cash Flows Three months
              Ended March 31, 1999                                 5

              Notes to Financial Statements                        6

     Item 2.  Management's Discussion and Analysis of
              Financial Conditions and Results of
              Operations                                           7

Part II.  Other Information                                        8



                                       -2-
<PAGE>


                     BOULDER CAPITAL OPPORTUNITIES II, INC.

                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                                        March 31     December 31
                                                          1999            1998
                                                        --------      --------


Current Assets
 Cash                                                   $   --        $   --
                                                        --------      --------
     Total Current Assets                                   --            --

Organization costs, net of amortization                   13,254        14,674
                                                        --------      --------
     Total Assets                                       $ 13,254      $ 14,674
                                                        ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                      $  3,509      $    243
                                                        --------      --------
     Total Current Liabilities                             3,509           243
                                                        --------      --------

Stockholders' Equity:
  Preferred Stock, no par value,
   10,000,000 shares authorized
   none issued and outstanding                              --            --
  Common Stock, no par value,
   100,000,000 shares authorized
   1,030,200 shares issued and
   outstanding                                            60,600        60,600
  Additional paid-in capital                               5,564         5,564
  Accumulated deficit                                    (56,419)      (51,733)
                                                        --------      --------
Total Stockholders' Equity                                 9,745        14,431
                                                        --------      --------

Total Liabilities and Stockholders' Equity              $ 13,254      $ 14,674
                                                        ========      ========



The accompanying notes are an integral part of the financial statements.

                                     -3-

<PAGE>


                     BOULDER CAPITAL OPPORTUNITIES II, INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                        Three Months Ended March 31, 1999


Revenues                                                            $      --
                                                                    -----------
Operating Expenses:
  Amortization                                                            1,420
  Professional fees                                                       2,800
  Other                                                                     466
                                                                    -----------
     Total Operating Expenses                                             4,686
                                                                    -----------

Net Loss                                                            $    (4,686)
                                                                    -----------

Per Share                                                           $       nil
                                                                    ===========

Weighted Average Number of Shares Outstanding                         1,030,200
                                                                    ===========




The accompanying notes are an integral part of the financial statements.

                                     -4-

<PAGE>


                     BOULDER CAPITAL OPPORTUNITIES II, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                        Three months Ended March 31, 1999



Cash Flows from Operating Activities:
  Net (loss)                                                            $(4,686)
     Amortization                                                         1,420
     Increase in accounts payable                                         3,266
                                                                        -------
     Net Cash (Used in) Operating Activities                               --
                                                                        -------

Cash Flows from Investing Activities                                       --
                                                                        -------

Cash Flows from Financing Activities:                                      --
                                                                        -------

Increase in Cash                                                           --

Cash, Beginning of Period                                                  --
                                                                        -------

Cash, End of Period                                                     $  --
                                                                        =======

Interest Paid                                                           $  --
                                                                        =======

Income Taxes Paid                                                       $  --
                                                                        =======


The accompanying notes are an integral part of the financial statements.

                                     -5-
<PAGE>


                     BOULDER CAPITAL OPPORTUNITIES II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 1999 (Unaudited)


(1) Condensed Financial Statements

The financial  statements  included herein 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 the financial statements prepared in accordance
with generally accepted accounting  principles have been condensed or omitted as
allowed by such rules and  regulations,  and Boulder Capital  Opportunities  II,
Inc.  believes  that  the  disclosures  are  adequate  to make  the  information
presented not  misleading.  It is suggested that these  financial  statements be
read in conjunction with the December 31, 1998 audited financial  statements and
the  accompanying  notes  thereto.  While  management  believes  the  procedures
followed in preparing these financial statements are reasonable, the accuracy of
the amounts are in some respect's  dependent upon the facts that will exist, and
procedures that will be accomplished by Boulder Capital  Opportunities  II, Inc.
later in the year.

The  management  of Boulder  Capital  Opportunities  II, Inc.  believes that the
accompanying  unaudited condensed  financial  statements contain all adjustments
(including  normal  recurring  adjustments)  necessary  to  present  fairly  the
operations and cash flows for the periods presented.



                                    -6-

<PAGE>

                                     ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Boulder  Capital  Opportunities  II, Inc.  (the  "Company")  was  organized as a
Colorado  corporation  on August 8, 1996,  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 is not limited to any operation or geographic  area in seeking
out  opportunities.  Management has not  identified  any particular  business or
industry  within  which the  Company  will seek an  acquisition  or merger.  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  generated no revenues  during the quarter ended March 31, 1999, and
management  does not anticipate any revenues until following the conclusion of a
merger or acquisition, if any, as contemplated by the Company's business plan.

The Company's capital is limited. The Company anticipates operational costs will
be  limited  until  such  time as  significant  evaluation  work  is  undertaken
regarding prospective mergers or acquisitions.

At  March  31,  1999,  the  Company  had no  material  commitments  for  capital
expenditures.

YEAR 2000 COMPLIANCE

The  Company  is aware of the issues  associated  with the  programming  code in
existing computer systems as the year 2000 approaches.  The Company has assessed
these issues as they relate to the Company,  and since the Company currently has
no  operating  business  and does  not use any  computers,  and  since it has no
customers or  suppliers,  it does not believe  that there are any material  year
2000 issues to disclose in this Report.


                                    -7-

<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

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

         None.




                                     -8-
<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  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.



Date: June 7, 1999                 By: /s/ Michael Delaney
------------------                    -----------------------
                                      Michael Delaney, President




                                     -9-


<PAGE>


                               EXHIBIT INDEX

EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically