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: March 31, 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 March 31, 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 March 31, 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

                                       2
<PAGE>


behalf of the Company. Due to the 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.





                                        3
<PAGE>


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

                     BOULDER CAPITAL OPPORTUNITIES, II, INC.
                     ---------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                                 March 31, 2000
                                  BALANCE SHEET
                                   (Unaudited)

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

Organization costs, net of amortization                                   7,574
                                                                       --------
                                                                       $  7,574
                                                                       ========

          Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                                       $  3,904
Accounts payable, shareholder                                            10,518
                                                                       --------
    Total current liabilities                                          $ 14,422

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                          (73,012)
                                                                       --------
    Total stockholders' equity                                           (6,848)
                                                                       --------
                                                                       $  7,574
                                                                       ========


              See accompanying notes to these financial statements

                                        4

<PAGE>


                     BOULDER CAPITAL OPPORTUNITIES, II, INC.
                     ---------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED

                                                                     Inception
                                                                     (August 8,
                                                                       1996)
                                          Three Months Ended          Through
                                                March 31,             March 31
                                          2000           1999           2000
                                      -----------------------------------------

Revenues                              $         0    $         0    $     5,000
                                      -----------------------------------------

Costs and expenses:
  General and administrative                2,566          3,266         57,262
  Amortization                              1,420          1,420         20,826
                                      -----------------------------------------
                                           (3,986)        (4,686)       (78,088)
                                      -----------------------------------------

Net operating income (loss)                (3,986)        (4,686)       (73,088)

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

Net income (loss)                     ($    3,986)   ($    4,686)   ($   73,012)
                                      =========================================

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

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




              See accompanying notes to these financial statements

                                       5
<PAGE>

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
                     --------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                      Inception
                                                                      (August 8,
                                                                         1996)
                                               Three Months Ending     Through
                                                    March 31,          March 31,
                                                 2000       1999         2000
                                              ---------------------------------

Cash flows from operating activities:
  Net income (loss)                           ($ 3,986)   ($ 4,686)   ($73,012)
    Adjustments to reconcile net income to
    net cash provided by operating activities

Stock issued for services                                               23,950
  Amortization                                   1,420       1,420      20,826
Changes in assets and liabilities:
  Increase (decrease) in accounts payable
  and accrued expenses                           2,566       3,266      14,422
                                             ---------------------------------
       Total adjustments                         3,986       4,686      59,198
                                             ---------------------------------
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

<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 March 31, 2000 and the results of
operations for the three month period ended March 31, 2000 and 1999 and the
statement of cash flows for the three month period ended March 31, 2000 and 1999
and the statements of operations and cash flows cumulative since inception to
March 31, 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: May 15, 2000                       /s/ Michael Delaney
------------------                       -------------------
                                         Michael Delaney, President











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