FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
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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
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(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
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(Registrant's telephone number including area code)
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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.
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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.
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Not Applicable
Item 3. Bankruptcy or Receivership.
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Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
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Not Applicable
Item 5. Other Events.
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Not Applicable
Item 6. Resignation of Registrant's Directors.
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See Item 1 above.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Not Applicable
Item 8. Change in Fiscal Year.
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Not Applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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Not Applicable
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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
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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
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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
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Robert Soehngen
I hereby resign from all offices with the Corporation, effective
immediately.
/s/ Robert Soehngen
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Robert Soehngen
