BOULDER CAPITAL OPPORTUNITIES III INC
8-K, 1998-10-08
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K




                                 CURRENT REPORT



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



Date of Report: October 8, 1998


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



    COLORADO                      0-22273                    84-1383888
(State or other                  (Commission                (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)

ADDRESS:

15662 COMMERCE LANE, HUNTINGTON BEACH, CA                              92649
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:(714) 895-0944




<PAGE>



Item 1.  CHANGES IN CONTROL OF REGISTRANT

                  None.

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS

                  None.

Item 3.  BANKRUPTCY OR RECEIVERSHIP

                  None.

Item 4.  CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT

                  None.

Item 5.  OTHER EVENTS

                  None.

Item 6.  RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS

                  Robert Soehngen resigned as President and Director.

                  Alex Mardikian,  Hratch Khedesian, Vatche Khedesian and George
Tfaye were appointed directors, effective October 5, 1998.

         ALEX  MARDIKIAN,  age  27,  Vice  President,  received  an AS in  Water
Technology  from Mount San Antonio  College in 1993. From 1993 to 1995 he was an
Inventory  Operations  Manager for Lynn Vick  Products,  a  watercraft  products
supplier.  From 1995 to 1997 he was a regional  service  manager in the  Western
Utility Division with Schlumberger Industries. From 1990 to 1993 he was employed
by Laser Jet Performance as a production manager.

         HRATCH KHEDESIAN,  age 31, studied at UCLA and at Goldenwest College in
finance and business.  From 1987 to present he has worked for  Mardikian  Design
and its  successor,  Laser Jet  Performance,  in product  design and  production
engineering.  He has had on the job  training  in  production  engineering,  new
product  development,  purchasing,  management and training,  accounting,  human
resources,  CAD-CAM  Design,  and  Computer  Numeric  Control  Programming.  Mr.
Khedesian now holds the title of President of R&D and New Product Development of
Sonic Jet Performance,  LLC, USA and also Vice Chairman and CEO of Nanning Sonic
Jet China.




<PAGE>


     VATCHE  KHEDESIAN,  age 24, obtained a BA from the University of California
at Santa  Barbara  in 1997,  with a major in  Marketing  &  Finance.  He  became
employed by Sonic Jet  Performance  in January  1998 as a business  organization
plan.  He was  operations  manager for MB2 West from 1996 to 1998.  From 1993 to
1995 he was a  warehouse  manager  for Akari  Gemini.  For six months in 1996 he
worked as an aide in the Financial Marketing Department of Merrill Lynch.

     GEORGE TFAYE, age 44, obtained an educational  certificate at the Technical
Institute of Aleppo Syria in 1976 in machining, tooling, Production Engineering,
and Mold Making.  He has been Vice President of Production  Engineering  and New
Product  Development at Sonic Jet Performance,  Inc. since 1987. He is Secretary
and a Director of Golden Empire Trading, Inc. since 1989.


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS & EXHIBITS


                  a.       Financial Statements - None.
                  b.       Exhibits - None.

                                   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 thereunto duly authorized.

Date: October 8, 1998                    Boulder Capital Opportunities III, Inc.


                                         By:/s/Alex Mardikian
                                         ---------------------------------------
                                               Vice-President




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