SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
November 19, 1997
________________________________________________
Date of Report (Date of earliest event reported)
Commission file number: 0-21847
Boulder Capital Opportunities II, Inc.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1356898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4750 Table Mesa Drive, Boulder, CO 80302
(Address of principal executive offices) (Zip Code)
(303) 442-1021
(Issuer's telephone number)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT
DISMISSAL OF PRINCIPAL ACCOUNTANT.
The registrant has previously reported the change of client-auditor
relationship with Stark Tinter & Associates, 5299 DTC Boulevard, Suite
300, Englewood, Colorado 80111, and indicated in such report that
there were no disagreements with that firm. However, the required
letter from Stark Tinter & Associates indicating whether it agrees with
the statements made by the registrant, in response to this Item 4, was not
available at the time the Form 8-K report was initially filed. The
required letter from Stark Tinter & Associates indicating its agreement
with the statements made by the registrant in its 8-K report, is now
available and attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following Exhibits are filed as part of this report:
Exhibit 16 - Letter regarding change in certifying accountant.
Signatures:
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BOULDER CAPITAL OPPORTUNITIES II, INC.
(Registrant)
Date: December 11, 1997
Signature: /s/______________________________________
Robert Soehngen, President<PAGE>
EXHIBIT 16.
December 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Boulder Capital Opportunities II, Inc.
Gentlemen:
We have been furnished with a copy of the Form 8-K, dated November
19, 1997, filed by our former client, Boulder Capital Opportunities II,
Inc. We agree with the statements made in regard to Item 4(a) insofar
as they relate to our firm.
Very truly yours,
STARK TINTER & ASSOCIATES, LLC
/s/
Wesley N. Stark, CPA
Director
