FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT
                                 --------------

                         Pursuant to Section 13 or 15(d)
                          of the Securities Act of 1934


        Date of Report (Date of earliest event reported) January 7, 1998


                     BOULDER CAPITAL OPPORTUNITIES II, INC.
             (Exact name of Registrant as specified in its charter)



            Colorado                  0-21847                 84-1356898
     ---------------------     ----------------------     ------------------
 (State or other jurisdiction       (Commission            (I.R.S. Employer
of incorporation or organization    File Number)          Identification No.)





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



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

<PAGE>


                                    FORM 8-K
                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                          of the Securities Act of 1934

Item 1.   Changes in Control of Registrant.
          ---------------------------------
          On December  17,  1997,  control of the  Registrant  passed to Michael
          Delaney, who paid cash consideration of $11,359 for a total of 627,965
          common shares of the Registrant, which is a total of approximately 61%
          of  the  Registrant.   Mr.  Delaney  was  also  named  the  President,
          Secretary,  and sole Director of the  Registrant at that time, and the
          former Officer and Director resigned. See Attachment.

Item 2.   Acquisition or Disposition of Assets.
          -------------------------------------
          Not Applicable

Item 3.   Bankruptcy or Receivership.
          ---------------------------
          Not Applicable

Item 4.   Changes in Registrant's Certifying Accountant.
          ----------------------------------------------
          Not Applicable

Item 5.   Other Events.
          -------------
          Not Applicable

Item 6.   Resignation of Registrant's Directors.
          --------------------------------------
          See Item 1 above.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
          -------------------------------------------------------------------
          Not Applicable

Item 8.   Change in Fiscal Year.
          ----------------------
          Not Applicable

Item 9.   Sales of Equity Securities Pursuant to Regulation S.
          ----------------------------------------------------
          Not Applicable

<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 hereunto duly authorized.





                                   BOULDER CAPITAL OPPORTUNITIES II, INC.



Dated: January 7, 1998             By: /s/ Michael Delaney
                                           ----------------------
                                           Michael Delaney
                                           President and Chief Executive Officer

<PAGE>


                                     CONSENT
                                       OF
                                THE SOLE DIRECTOR
                                       OF
                     BOULDER CAPITAL OPPORTUNITIES II, INC.


      Pursuant to the  Colorado  Business  Corporations  Act,  as  amended,  the
undersigned, being all of the sole Director of BOULDER CAPITAL OPPORTUNITIES II,
INC., a Colorado for profit corporation (the "Corporation"),  hereby unanimously
consents and adopts the following resolutions:

      RESOLVED  that the  following  person named below is elected a Director to
fill an existing  vacancy and to the offices  set forth  opposite  his name,  to
serve until his respective successor is duly elected and shall qualify:

            NAME                          OFFICE
            ----                          ------
            Michael Delaney               President, Secretary, and Director

            RESOLVED:  That the proper  officers of the  Corporation  are hereby
authorized  and  directed  to take all  necessary  and  appropriate  actions  to
effectuate the purposes of the foregoing resolution,  including, but not limited
to, the filing of documentation with the appropriate governmental authorities.

            EXECUTED this 17th day of December, 1997 by the undersigned,  who is
the sole Director of the Corporation.


  /s/ Robert Soehngen
      -----------------------
      Robert Soehngen

      I  hereby  resign  from  all  offices  with  the  Corporation,   effective
immediately.

                                        /s/ Robert Soehngen
                                            -----------------------
                                            Robert Soehngen
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 5308}]
{"company-data": {"conformed-name": "BOULDER CAPITAL OPPORTUNITIES II LTD", "cik": "0001026215", "assigned-sic": "6770", "irs-number": "841356898", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21847", "film-number": "98504163"}, "business-address": {"street1": "4750 TABLE MESA DR", "city": "BOULDER", "state": "CO", "zip": "80303", "phone": "3034943000"}, "mail-address": {"street1": "BOULDER CAPITAL OPPORTUNITIES INC", "street2": "4750 TABLE MESA DR", "city": "BOULDER", "state": "CO", "zip": "80303"}}
FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT
                                 --------------

                         Pursuant to Section 13 or 15(d)
                          of the Securities Act of 1934

        Date of Report (Date of earliest event reported) January 7, 1998

                     BOULDER CAPITAL OPPORTUNITIES II, INC.
             (Exact name of Registrant as specified in its charter)

            Colorado                  0-21847                 84-1356898
     ---------------------     ----------------------     ------------------
 (State or other jurisdiction       (Commission            (I.R.S. Employer
of incorporation or organization    File Number)          Identification No.)

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

                                  (909)693-2285
                                  -------------
               (Registrant's telephone number including area code)
FORM 8-K
                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                          of the Securities Act of 1934

Item 1.   Changes in Control of Registrant.
          ---------------------------------
          On December  17,  1997,  control of the  Registrant  passed to Michael
          Delaney, who paid cash consideration of $11,359 for a total of 627,965
          common shares of the Registrant, which is a total of approximately 61%
          of  the  Registrant.   Mr.  Delaney  was  also  named  the  President,
          Secretary,  and sole Director of the  Registrant at that time, and the
          former Officer and Director resigned. See Attachment.

Item 2.   Acquisition or Disposition of Assets.
          -------------------------------------
          Not Applicable

Item 3.   Bankruptcy or Receivership.
          ---------------------------
          Not Applicable

Item 4.   Changes in Registrant's Certifying Accountant.
          ----------------------------------------------
          Not Applicable

Item 5.   Other Events.
          -------------
          Not Applicable

Item 6.   Resignation of Registrant's Directors.
          --------------------------------------
          See Item 1 above.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
          -------------------------------------------------------------------
          Not Applicable

Item 8.   Change in Fiscal Year.
          ----------------------
          Not Applicable

Item 9.   Sales of Equity Securities Pursuant to Regulation S.
          ----------------------------------------------------
          Not Applicable
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 hereunto duly authorized.

                                   BOULDER CAPITAL OPPORTUNITIES II, INC.

Dated: January 7, 1998             By: /s/ Michael Delaney
                                           ----------------------
                                           Michael Delaney
                                           President and Chief Executive Officer
CONSENT
                                       OF
                                THE SOLE DIRECTOR
                                       OF
                     BOULDER CAPITAL OPPORTUNITIES II, INC.

      Pursuant to the  Colorado  Business  Corporations  Act,  as  amended,  the
undersigned, being all of the sole Director of BOULDER CAPITAL OPPORTUNITIES II,
INC., a Colorado for profit corporation (the "Corporation"),  hereby unanimously
consents and adopts the following resolutions:

      RESOLVED  that the  following  person named below is elected a Director to
fill an existing  vacancy and to the offices  set forth  opposite  his name,  to
serve until his respective successor is duly elected and shall qualify:

            NAME                          OFFICE
            ----                          ------
            Michael Delaney               President, Secretary, and Director

            RESOLVED:  That the proper  officers of the  Corporation  are hereby
authorized  and  directed  to take all  necessary  and  appropriate  actions  to
effectuate the purposes of the foregoing resolution,  including, but not limited
to, the filing of documentation with the appropriate governmental authorities.

            EXECUTED this 17th day of December, 1997 by the undersigned,  who is
the sole Director of the Corporation.

  /s/ Robert Soehngen
      -----------------------
      Robert Soehngen

      I  hereby  resign  from  all  offices  with  the  Corporation,   effective
immediately.

                                        /s/ Robert Soehngen
                                            -----------------------
                                            Robert Soehngen