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 November 30, 1997.
                                         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 _____ No __X__

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

                                              November 30    August 31
                                                 1997           1997
                                              -----------    ---------
                                              (unaudited)    (audited)

 CURRENT ASSETS:

     Cash                                           382            382
                                               --------       --------
     Total current assets                           382            382
                                               --------       --------
     Organizational Costs                        20,827         22,247
                                               --------       --------
     Total assets                              $ 21,209       $ 22,629
                                               ========       ========


                      LIABILITIES AND STOCKHOLDERS EQUITY


 Current Liabilities:

     Accounts Payable                             4,085            970
                                               --------       --------
     Total current liabilities                    4,085            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                       (43,476)       (38,941)
                                               --------       --------
     Total stockholders equity (deficit)         17,124         21,659
                                               --------       --------
     Total liabilities and sharehol            $ 21,209       $ 22,629
                                               ========       ========



<PAGE>


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


                                               Three months     Inception
                                                  ended      (August 8, 1996)
                                                 November      to November
                                                 30, 1997        30, 1997
                                               -----------    -------------
                                               (unaudited)     (unaudited)

      Operating Revenue                        $                $  5,000
                                               ----------       --------
      Costs and Expenses:
          Amortization                              1,420          7,573
          Professional fees                         1,867         12,735
          Stock issued for services                     -         20,200
          Other                                     1,248          8,044
                                               ----------       --------
                                                    4,535         48,552
                                               ----------       --------
      Loss from operations                         (4,535)       (43,552)
                                               ----------       --------

      Other income (expense):
          Other income
          Interest income                               -             76
                                               ----------       --------
      Income (loss) before provision
          for income tax benefit                   (4,535)       (43,476)

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

          Net Income (loss)                       ($4,535)      ($43,476)
                                               ==========      =========

          Net income (loss) per common share   $        -         ($0.04)
                                               ==========      =========

          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
                                                   Three months   August 8, 1996
                                                      ended       (Inception) to
                                                     November      November 30,
                                                     30, 1997          1997
                                                    -----------   --------------
                                                    (unaudited)     (unaudited)
Cash flows from operating activities
     Net income (loss)                                 ($4,535)      ($43,476)

Change in assets and liabilities:
     Amortization                                         1420          7,573
     Increase (decrease) in accounts payable             3,115          4,085
     Stock issued for services                               0         23,950
                                                       -------        -------
         Net cash used by operating activities               0         (7,868)
                                                       -------        -------

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                                0            382

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


<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
                                                  =========     =======     =======     =======


</TABLE>


<PAGE>


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

                       NOTES TO THE FINANCIAL STATEMENTS
                               November 30, 1997

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 November 30, 1997, the Company had net operating losses available for
carry-over  to  future  years  of  approximately  $43,476,   expiring  in  2012.
Utilization of these carryovers may be limited if there is a change in ownership
of the Company.  As of November 30, 1997, the Company has deferred tax assets of
approximately $8,695 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 $8,695.  Thus, no tax assets have
been recorded in the financial statements as of November 30, 1997.

<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 sucess 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.

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 November 30, 1997,  the Company owed $2,685 in  attorney's  fees to
officers who are shareholders of the Company.

Note 5.  Subsequent Event.

     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.