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, 2007
 

[ ] 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 12483 Chandler, Arizona 85248
(Address of principal executive offices)


(480)792-6603
(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 [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

As of May 1, 2007, 3,215,537 shares of common stock were outstanding. The securities of this Company do not trade in a public market.




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.


Item 2. Management's Discussion and Analysis or Plan of Operation.

PLAN OF OPERATIONS

We have generated no revenues from our operations in recent years and have been a development stage company since our formation. Since we have not generated revenues and have not been in a profitable position, we operate with minimal overhead. Our primary activity will be to search for and to acquire oil and gas leases for our own account, and for the foreseeable future to search for and to acquire oil and gas leases for the account of our clients.

On November, 1, 2005, we acquired a 4% interest in twelve mineral leases located in Jasper County, Texas. We acquired these interests from an unaffiliated third party for $20,000 in cash. Otherwise, no leases or clients have been identified at this time.

For the fiscal quarter ended March 31, 2007, we had no revenue, as compared to no revenue for the fiscal quarter ended March 31, 2006.

For the fiscal quarter ended March 31, 2007, we had a total of $6,168 in operating expenses, as compared to $19,468 in operating expenses for the fiscal quarter ended March 31, 2006. The operating expenses in the fiscal quarters ended March 31, 2007 and 2006 were essentially related to professional fees and rental charges.

For the fiscal quarter ended March 31, 2007, we had a net loss of $(0.002) per share, as compared to a net loss of $(0.008) for the fiscal quarter ended March 31, 2006.

Our plan is to develop oil and gas lease projects in which we can act either as the drilling operator for an investor group or as a broker of leases for a lessor and for the account of its clients. Leases may be received from individuals or companies by assignment under an agreement to develop or sell such leases on behalf of such persons. We also plan in the future to act as a broker for lease situations involving third parties.

We will focus our attention on drilling primarily in the same specific geographical area in which we plan to acquire interests. We plan to concentrate our activities in the Western United States. We plan to utilize various reporting services such as Petroleum Information and our contacts within the petroleum industry to identify drilling locations, companies and ownership activity. However, since the thrust of our initial efforts will be to acquire leases with a minimum of capital outlay, we will also look at situations in any other geographical area where such leases may be obtained. The ability to drill in a specific lease area will be secondary to the ability to acquire a lease on terms most favorable to us and at little or no capital outlay. At the present time, we have been looking for leases which meet the above-mentioned criteria but has not yet identified any lease situations which we believe would be appropriate for acquisition. We cannot predict when such identification will occur.



We expect to enter into turnkey drilling contracts with an unaffiliated third party for the drilling of any wells. At some later time, we may act as the driller of the wells, although there are no plans to do so at the present time. The costs of drilling wells have not been determined at this time. In any case, we will make every attempt to see that the well are drilled in such areas with our best estimate of making the best return on investment for us and our partners.

The turnkey drilling contract represents the cost of drilling and completion. If, in our sole opinion, a well should not be completed because it will not produce sufficient oil or gas to return a profit, then we would not anticipate expending the completion funds for such well.

It is currently anticipated that any wells to be drilled by us will be drilled within the geographical area or areas selected by us. However, once selected, if subsequent engineering evaluation indicates a more favorable location, we reserve the right to move the drill site or sites, as the case may be, to such location or locations, as the case may be. Any substituted well location or drill site would compare favorably with the general character of the site previously selected regarding degree of risk, drilling depth and cost. Furthermore, it is expected, though not necessarily required, that any such substituted well location or drill site will be in the same general area as the site specified herein.

In addition, we would reserve the right to unitize or pool all of the wells in the selected geographical area into a common production pool or unit. In such event, the owners of the wells, which may include non-partnership investors of ours, will share in the revenue on a pro-rata basis.

We expect to participate in joint ventures with other entities in the development of some prospects. We will have the sole discretion in determining which prospects will be suitable for joint venture participation. In each such joint venture project, any such partnership would receive its pro rata portion of the 100% working interest and would be responsible for its pro rata share of costs and expenses.

Also, we may seek, investigate, and, if warranted, acquire one or more oil or gas properties. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. We have very limited capital, and it is unlikely that we will be able to take advantage of more than one such business opportunity. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.

At the present time we have not identified any additional oil or gas business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning any business matter. No assurance can be given that we will be successful in finding or acquiring a desirable business opportunity, or that any acquisition that occurs will be on terms that are favorable to us or our stockholders.

Our plan of operations for the remainder of the fiscal year is to continue to carry out our plan of business discussed above. This includes seeking to complete a merger or acquisition transaction for oil or gas properties.




LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2007, we had a total of $3,092 in cash. As of March 31, 2006, we had $9,260 in cash.
 
Our management feels we have inadequate working capital to pursue any business opportunities other than seeking leases for acquisition and partnership with third parties. We will have negligible capital requirements prior to the consummation of any such acquisition. We so not intend to pay dividends in the foreseeable future.

We will not be required to raise additional funds, nor will our shareholders be required to advance funds in order to pay our current liabilities and to satisfy our cash requirements for the next twelve months.


Item 3. Controls and Procedures

Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures and our internal controls and procedures for financial reporting. This evaluation was done under the supervision and with the participation of our management, including the President and the Chief Financial Officer. In accordance with SEC requirements, the President and Chief Financial Officer note that, since the date of the evaluation to the date of this Quarterly Report, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Based upon our evaluation, the President and Chief Financial Officer have concluded that our disclosure controls are effective to ensure that material information relating to us is made known to management, including the President and Chief Financial Officer, particularly during the period when our periodic reports are being prepared, and that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.




BOULDER CAPITAL OPPORTUNITIES II, INC.
(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

THREE-MONTHS ENDED MARCH 31, 2007
(UNAUDITED)








BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Balance Sheets


   
Unaudited
  
Audited
  
   
March 31,
  
December 31,
  
   
2007
  
2006
  
Current Assets:
          
    Cash
 
$
3,092
  
$
9,260
  
               
Other Assets:
              
    Rent Deposit
    
2,500
    
2,500
  
    Purchase of Oil Leases
    
20,000
    
20,000
  
Total Other Assets
   
22,500
    
22,500
  
               
TOTAL ASSETS 
  
$
25,592
  
$
31,760
  
               
               
STOCKHOLDERS’ EQUITY
 
              
Stockholders’ Equity:
              
Preferred stock, no par value, 10,000,000 shares
              
    authorized, none issued or outstanding
              
    common stock, no par value, 100,000,000 shares
              
    authorized, 3,215,537 issued and outstanding
   
234,384
    
234,384
  
Deficit accumulated during the exploration stage
    
(208,792
)
  
(202,624
)
Total Stockholders’ Equity 
    
25,592
    
31,760
  
               
TOTAL STOCKHOLDERS’ EQUITY 
  
$
25,592
  
$
31,760
  
               
 
The accompanying notes are an integral part of these financial statements.



BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Statements of Operations
 

   
(Unaudited)
  
August 6, 1996
  
   
Three-Months Ended
  
Inception to
  
   
March 31,
  
March 31,
  
   
2007
  
2006
  
2007
  
               
Revenue:    
              
    Rental Income
 
$
-
  
$
-
  
$
5,000
  
                     
Total Income 
    
-
   
-
   
5,000
  
                     
Costs and Expenses:      
                    
    Amortization  
    
-
    
-
   
28,400
  
    Professional Fees
   
5,822
   
11,270
   
125,921
  
Other Expenses
    
346_
   
8,198
    
59,547
  
                     
Total Operating Expenses
   
6,168
   
19,468
   
213,868
  
                     
Other Income and Expenses:
                    
    Interest Income
   
-
   
-
   
76
  
                     
Total Other Income & Expenses
   
-
   
-
   
76
  
Net Loss  
  
$
(6,168
)
$
(19,468
)
$
(208,792
)
                     
Per Share Information:
                    
    Weighted average number
                   
         of common shares outstanding
   
3,031,423
    
3,031,423
        
                     
Net Loss per common share  
  
$
(.002
)
$
(.008
)
      
 
The accompanying notes are an integral part of these financial statements.


BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Stockholders’ Equity
(Unaudited)
 

                       
               
Deficit
      
               
Accum.
      
   
COMMON STOCK
      
During
  
Total
  
           
Stocks to
  
Exploration
  
Stockholders’
  
   
# of Shares
  
Amount
  
Be Issued
  
Stage
  
Equity
  
                       
                       
                       
Balance - August 8, 1996    
    
-
  
$
-
    
-
  
$
-
  
$
-
  
Issuance of stock for compensation
   
710,000
    
28,400
    
-
    
-
    
28,400
  
Issuance of stock for cash
   
100,000
    
4,000
    
-
    
-
    
4,000
  
Issuance of stock for cash
   
200,000
    
8,000
    
-
    
-
    
8,000
  
Net Loss for Period  
    
-
    
-
    
-
    
(6,448
)
  
(6,448
)
                                 
Balance - August 31, 1996
   
1,010,000
    
40,400
    
-
    
(6,448
)
  
33,952
  
                                 
Issuance of stock for compensation
   
20,200
    
20,200
    
-
    
-
    
20,200
  
Net Loss for the Year  
    
-
    
-
    
-
    
(32,493
)
  
(32,493
)
                                 
Balance - August 31, 1997
   
1,030,200
    
60,600
    
-
    
(38,941
)
  
21,659
  
                                 
Additional paid-in capital
   
-
    
5,564
    
-
    
-
    
5,564
  
Net Loss for the Year  
    
-
    
-
    
-
    
(12,792
)
  
(12,792
)
                                 
Balance - December 31, 1998
   
1,030,200
    
66,164
    
-
    
(51,733
)
  
14,431
  
Net Loss for the Year  
    
-
    
-
    
-
    
(17,940
)
  
(17,940
)
                                 
Balance - December 31, 1999
   
1,030,000
    
66,164
    
-
    
(69,673
)
  
(3,509
)
                                 
Issuance of stock for compensation
   
1,200,000
    
48,000
    
-
    
-
    
48,000
  
Net Loss for the Year  
    
-
    
-
    
-
    
(48,000
)
  
(48,000
)
                                 
Balance - December 31, 2000
   
2,230,200
    
114,164
    
-
    
(117,673
)
  
(3,509
)
Net Loss for the Year  
    
-
    
-
    
-
    
-
    
-
  
                                 
Balance - December 31, 2001
   
2,230,200
    
114,164
    
-
    
(117,673
)
  
(3,509
)
Net Loss for the Year  
    
- -
    
-
    
-
    
-
        
                                 
 
                                
Balance - December 31, 2002
   
2,230,200
    
114,164
    
-
    
(117,673
)
  
(3,509
)
                                 
Net Loss for the Year
   
-
    
-
    
-
    
(8,700
)
  
(8,700
)
                                 
Balance - December 31, 2003
   
2,230,200
    
114,164
    
-
    
(126,373
)
  
(12,209
)
                                 
Net Loss for the Year  
    
-
    
-
    
-
    
(13,865
)
  
(13,865
)
Balance - December 31, 2004
   
2,230,200
    
114,164
    
-
    
(140,238
)
  
(26,074
)
                                 
Stock issued for cash
   
200,000
    
30,000
    
-
    
-
    
30,000
  
Stocks to be issued
   
-
    
-
    
85,200
    
-
    
85,200
  
Net Loss for the Year
   
-
    
-
    
-
    
(29,442
)
  
(29,442
)
                                 
Balance - December 31, 2005
   
2,430,200
    
144,164
    
85,200
    
(169,680
)
  
59,684
  
                                 
Stock issued for services
   
752,003
    
85,220
    
(85,200
)
  
-
    
20
  
Issuance of stock for cash
   
33,334
    
5,000
    
-
    
5,000
        
Net Loss for the Year  
    
-
    
-
    
-
    
(32,944
)
  
(32,944
)
                                 
Balance - December 31, 2006
   
3,215,537
    
234,384
    
-
    
(202,624
)
  
31,760
  
                                 
Net Loss for the Period  
    
-
    
-
    
-
    
(6,168
)
  
(6,168
)
                                 
Balance - March 31, 2007
   
3,215,537
    
234,384
    
85,200
    
(208,792
)
  
25,592
  

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



BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Statements of Cash Flow
(Unaudited)
 

 
  
Three-Month Ended
  
August 6, 1996
  
    
  
March 31,
  
Inception to
  
    
  
2007
  
2006
  
March 31, 2007
  
               
Cash Flows from Operating Activities:   
              
               
Net Loss
  
$
(6,168
)
$
(32,944
)
  
(208,792
)
                     
Amortization
   
-
    
-
    
28,400
  
Adjustment to reconcile net loss to net  
                    
cash provided by operating activities 
    
-
    
-
    
(2,500
)
Stock issued for services
   
-
    
20
    
96,620
  
                     
Net Cash Used in Operating Activities
   
(6.168
)
  
(32,924
)
  
(86,272
)
                     
Cash Flows from Investing Activities:
                   
Acquisition of Oil Leases
   
-
    
-
    
(20,000
)
Acquisition of Organizational services
   
-
    
-
    
(28,400
)
                     
Net Cash used in Investing Activities
   
-
    
-
    
(48,400
)
                     
Cash Flows from Financing Activities:
                    
Stocks to be issued
   
-
    
-
    
85,200
  
Issuance of stock
   
-
    
5,000
    
52,564
  
                     
  
                    
Net Cash Provided by Financing Activities
   
-
    
5,000
    
137,764
  
                     
Net Increase in Cash & Cash Equivalents
    
(6,168
)
  
(27,924
)
  
3,092
  
                     
Beginning Cash & Cash Equivalents    
  
$
9,260
  
$
37,184
  
$
-
  
 
                    
Ending Cash & Cash Equivalents     
  
$
3,092
  
$
9,,260
  
$
3,092
  
                     
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
                    
                     
Cash paid for Interest 
  
$
-
  
$
-
  
$
-
  
Cash paid for Income Taxes 
  
$
-
  
$
-
  
$
-
  
                     
NON-CASH TRANSACTIONS
                    
Common stock issued for compensation
  
$
-
  
$
-
  
$
96,620
  
 
The accompanying notes are an integral part of these financial statements.


BOULDER CAPITAL OPPORTUNITIES II, INC.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2007
(Unaudited)
 

 

 
Note 1 - Presentation of Interim Information:
 
In the opinion of the management of Boulder Capital Opportunities II, Inc. the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of March 31, 2007 and the results of operations for the three-months ended March 31,2007 and 2006 and the period August 6, 1996 (inception) to March 31, 2007, and the related cash flows for the three-months ended March 31, 2007 and 2006 and the period August 6, 1996 (inception) to March 31, 2007. Interim results are not necessarily indicative of results for a full year.
 
The financial statements and notes are presented as permitted by Form 10-QSB and do not contain certain information included in the Company’s audited financial statements and notes for the fiscal year ended December 31, 2006.




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.

(a) Exhibits

31.1 Certification of CEO and CFO pursuant to Sec. 302
32.1 Certification of CEO and CFO pursuant to Sec. 906

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter for which this report is filed.



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 14, 2007
By:  
/s/ Michael Delaney
 
Director, Principal Executive Officer,
and Principal Financial Officer