Force Protection Inc – ‘10SB12G’ on 3/24/97

As of:  Monday, 3/24/97   ·   Accession #:  1032863-97-1   ·   File #:  0-22273

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        58±   254K 
                          Issuer                                                 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

10SB12G
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U. S. Securities and Exchange Commission      

Washington, D.C. 20549      

Form 10-SB      

GENERAL FORM FOR REGISTRATION OF SECURITIES     
OF SMALL BUSINESS ISSUERS     

Under Section 12(b) or (g) of the Securities Exchange Act of 1934     

BOULDER CAPITAL OPPORTUNITIES III, INC.     
(Name of Small Business Issuer in its charter)      

Colorado                         84-1383888 
State or other jurisdiction of           IRS Employer ID Number                 
incorporation or organization                                                   

4750 Table Mesa Drive, Boulder, Colorado       80303                            
(Address of principal executive offices)     (Zip Code)                         

Issuer's telephone number:   (303) 442-1021                   

Securities to be registered under Section 12(b) of the Act:   

Title of each class              Name of each exchange on which                 
to be so registered              each class is to be registered                 

Not Applicable

Securities to be registered under Section 12(g) of the Act:   

Common Stock        
(Title of class)      

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PART I                                                                          

Item 1.  Description of Business.                                               

General                                                                         

The Company was incorporated under the laws of the State of   
Colorado on November 27, 1996, and is in the early developmental                
and promotional stages.  To date the Company's only activities have             
been organizational ones, directed at developing its business plan and          
raising its initial capital.  The Company has not commenced any                 
commercial operations.  The Company has no full-time employees and              
owns no real estate.                                                            

The Company's business plan is to seek, investigate, and, if  
warranted, acquire one or more properties or businesses, and to pursue          
other related activities intended to enhance shareholder value.  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.  The Company has very limited capital, and it is unlikely          
that the Company will be able to take advantage of more than one                
such business opportunity.  The Company intends to seek                         
opportunities demonstrating the potential of long-term growth as                
opposed to short-term earnings.                                                 

At the present time the Company has not identified any busi-  
ness opportunity that it plans to pursue, nor has the Company reached           
any agreement or definitive understanding with any person concerning            
an acquisition.  The Company's officer and director has a number of             
contacts within the field of corporate finance and is the sole officer          
and director of two other public shell corporations.  As a result, he has       
had preliminary contacts with representatives of numerous companies             
concerning the general possibility of a merger or acquisition by a              
public shell company.  However, none of these preliminary contacts              
or discussions involved the possibility of a merger or acquisition              
transaction with the Company.                                                   

It is anticipated that the Company's officer and director will
contact broker-dealers and other persons with whom he is acquainted             
who are involved in corporate finance matters to advise them of the             
Company's existence and to determine if any companies or businesses             
they represent have an interest in considering a merger or acquisition          
with the Company.  No assurance can be given that the Company will              
be successful in finding or acquiring a desirable business opportunity,         
given the limited funds that are available for acquisitions, or that any        
acquisition that occurs will be on terms that are favorable to the              
Company or its stockholders.                                                    

The Company's search will be directed toward small and        
medium-sized enterprises which have a desire to become public                   
corporations and which are able to satisfy, or anticipate in the                
reasonably near future being able to satisfy, the minimum asset                 
requirements in order to qualify shares for trading on NASDAQ or a              
stock exchange (See "Investigation and Selection of Business                    
Opportunities").  The Company anticipates that the business                     
opportunities presented to it will (i) be recently organized with no            
operating history, or a history of losses attributable to                       
under-capitalization or other factors; (ii) be experiencing financial or        
operating difficulties; (iii) be in need of funds to develop a new              
product or service or to expand into a new market; (iv) be relying              
upon an untested product or marketing concept; or (v) have a                    
combination of the characteristics mentioned in (i) through (iv).  The          
Company intends to concentrate its acquisition efforts on properties or         
businesses that it believes to be undervalued.  Given the above factors,        
investors should expect that any acquisition candidate may have a               
history of losses or low profitability.                                         

The Company does not propose to restrict its search for in-   
vestment opportunities to any particular geographical area or industry,         
and may, therefore, engage in essentially any business, to the extent           
of its limited resources.  This includes industries such as service,            
finance, natural resources, manufacturing, high technology, product             
development, medical, communications and others.  The Company's                 
discretion in the selection of business opportunities is unrestricted,          
subject to the availability of such opportunities, economic conditions,         
and other factors.                                                              

As a consequence of this registration of its securities, any  
entity which has an interest in being acquired by, or merging into the          
Company, is expected to be an entity that desires to become a public            
company and establish a public trading market for its securities.  In           
connection with such a merger or acquisition, it is highly likely that          
an amount of stock constituting control of the Company would be                 
issued by the Company or purchased from the current principal                   
shareholders of the Company by the acquiring entity or its affiliates.          
If stock is purchased from the current shareholders, the transaction is         
very likely to result in substantial gains to them relative to their            
purchase price for such stock.  In the Company's judgment, none of              
its officers and directors would thereby become an "underwriter"                
within the meaning of the Section 2(11) of the Securities Act of 1933,          
as amended.  The sale of a controlling interest by certain principal            
shareholders of the Company could occur at a time when the other                
shareholders of the Company remain subject to restrictions on the               
transfer of their shares.                                                       

Depending upon the nature of the transaction, the current sole
officer and director of the Company may resign his management                   
positions with the Company in connection with the Company's                     
acquisition of a business opportunity.  See "Form of Acquisition,"              
below, and "Risk Factors - The Company - Lack of Continuity in                  
Management."  In the event of such a resignation, the Company's                 
current management would not have any control over the conduct of               
the Company's business following the Company's combination with                 
a business opportunity.                                                         

It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officer and             
director, its other stockholders, professional advisors such as attorneys       
and accountants, securities broker-dealers, venture capitalists, members        
of the financial community, and others who may present unsolicited              
proposals.  The Company has no plans, understandings, agreements,               
or commitments with any individual for such person to act as a finder           
of opportunities for the Company.                                               

The Company does not foresee that it would enter into a       
merger or acquisition transaction with any business with which its sole         
officer or director is currently affiliated.  Should the Company                
determine in the future, contrary to foregoing expectations, that a             
transaction with an affiliate would be in the best interests of the             
Company and its stockholders, the Company is in general permitted               
by Colorado law to enter into such a transaction if:                            

1.       The material facts as to the relationship or interest of the           
affiliate and as to the contract or transaction are disclosed or are            
known to the Board of Directors, and the Board in good faith                    
authorizes the contract or transaction by the affirmative vote of a             
majority of the disinterested directors, even though the disinterested          
directors constitute less than a quorum; or                                     

2.       The material facts as to the relationship or interest of the           
affiliate and as to the contract or transaction are disclosed or are            
known to the stockholders entitled to vote thereon, and the contract or         
transaction is specifically approved in good faith by vote of the               
stockholders; or                                                                

3.       The contract or transaction is fair as to the Company as of the        
time it is authorized, approved or ratified, by the Board of Directors          
or the stockholders.                                                            

Investigation and Selection of Business Opportunities                           

To a large extent, a decision to participate in a specific business             
opportunity may be made upon management's analysis of the quality               
of the other company's management and personnel, the anticipated                
acceptability of new products or marketing concepts, the merit of               
technological changes, the perceived benefit the company will derive            
from becoming a publicly held entity, and numerous other factors                
which are difficult, if not impossible, to analyze through the                  
application of any objective criteria.  In many instances, it is antici-        
pated that the historical operations of a specific business opportunity         
may not necessarily be indicative of the potential for the future               
because of the possible need to shift marketing approaches                      
substantially, expand significantly, change product emphasis, change            
or substantially augment management, or make other changes.  The                
Company will be dependent upon the owners of a business opportunity             
to identify any such problems which may exist and to implement, or              
be primarily responsible for the implementation of, required changes.           
Because the Company may participate in a business opportunity with              
a newly organized firm or with a firm which is entering a new phase             
of growth, it should be emphasized that the Company will incur fur-             
ther risks, because management in many instances will not have                  
proved its abilities or effectiveness, the eventual market for such             
company's products or services will likely not be established, and such         
company may not be profitable when acquired.                                    

It is anticipated that the Company will not be able to diversify, but           
will essentially be limited to one such venture because of the                  
Company's limited financing.  This lack of diversification will not             
permit the Company to offset potential losses from one business                 
opportunity against profits from another, and should be considered an           
adverse factor affecting any decision to purchase the Company's                 
securities.                                                                     

It is emphasized that management of the Company may effect                      
transactions having a potentially adverse impact upon the Company's             
shareholders pursuant to the authority and discretion of the Company's          
management to complete acquisitions without submitting any proposal             
to the stockholders for their consideration.  Holders of the Company's          
securities should not anticipate that the Company necessarily will              
furnish such holders, prior to any merger or acquisition, with financial        
statements, or any other documentation, concerning a target company             
or its business.  In some instances, however, the proposed participation        
in a business opportunity may be submitted to the stockholders for              
their consideration, either voluntarily by such directors to seek the           
stockholders' advice and consent or because state law so requires.              

The analysis of business opportunities will be undertaken by or under           
the supervision of the Company's President, who is not a professional           
business analyst. See "Management."  Although there are no current              
plans to do so, Company management might hire an outside consultant             
to assist in the investigation and selection of business opportunities,         
and might pay a finder's fee.  Since Company management has no                  
current plans to use any outside consultants or advisors to assist in the       
investigation and selection of business opportunities, no policies have         
been adopted regarding use of such consultants or advisors, the criteria        
to be used in selecting such consultants or advisors, the services to be        
provided, the term of service, or regarding the total amount of fees            
that may be paid.  However, because of the limited resources of the             
Company, it is likely that any such fee the Company agrees to pay               
would be paid in stock and not in cash.  Otherwise, the Company                 
anticipates that it will consider, among other things, the following            
factors:                                                                        

1.  Potential for growth and profitability, indicated by new technology,        
anticipated market expansion, or new products;                                  

2.  The Company's perception of how any particular business                     
opportunity will be received by the investment community and by the             
Company's stockholders;                                                         

3.  Whether, following the business combination, the financial                  
condition of the business opportunity would be, or would have a                 
significant prospect in the foreseeable future of becoming sufficient to        
enable the securities of the Company to qualify for listing on an               
exchange or on a national automated securities quotation system, such           
as NASDAQ, so as to permit the trading of such securities to be                 
exempt from the requirements of Rule 15c2-6 recently adopted by the             
Securities and Exchange Commission.  See "Risk Factors - The                    
Company - Regulation of Penny Stocks."                                          

4.  Capital requirements and anticipated availability of required funds,        
to be provided by the Company or from operations, through the sale              
of additional securities, through joint ventures or similar arrangements,       
or from other sources;                                                          

5.  The extent to which the business opportunity can be advanced;               

6.  Competitive position as compared to other companies of similar              
size and experience within the industry segment as well as within the           
industry as a whole;                                                            

7.  Strength and diversity of existing management, or management                
prospects that are scheduled for recruitment;                                   

8.  The cost of participation by the Company as compared to the                 
perceived tangible and intangible values and potential; and                     

9.  The accessibility of required management expertise, personnel, raw          
materials, services, professional assistance, and other required items.         

In regard to the possibility that the shares of the Company   
would qualify for listing on NASDAQ, the current standards include              
the requirements that the issuer of the securities that are sought to be        
listed have total assets of at least $4,000,000 and total capital and           
surplus of at least $2,000,000.  Many, and perhaps most, of the                 
business opportunities that might be potential candidates for a                 
combination with the Company would not satisfy the NASDAQ listing               
criteria.                                                                       

No one of the factors described above will be controlling in  
the selection of a business opportunity, and management will attempt            
to analyze all factors appropriate to each opportunity and make a               
determination based upon reasonable investigative measures and                  
available data.  Potentially available business opportunities may occur         
in many different industries and at various stages of development, all          
of which will make the task of comparative investigation and analysis           
of such business opportunities extremely difficult and complex.                 
Potential investors must recognize that, because of the Company's               
limited capital available for investigation and management's limited            
experience in business analysis, the Company may not discover or                
adequately evaluate adverse facts about the opportunity to be acquired.         

The Company is unable to predict when it may participate in   
a business opportunity.  It expects, however, that the analysis of              
specific proposals and the selection of a business opportunity may take         
several months or more.                                                         

Prior to making a decision to participate in a business       
opportunity, the Company will generally request that it be provided             
with written materials regarding the business opportunity containing            
such items as a description of products, services and company history;          
management resumes; financial information; available projections, with          
related assumptions upon which they are based; an explanation of                
proprietary products and services; evidence of existing patents,                
trademarks, or services marks, or rights thereto; present and proposed          
forms of compensation to management; a description of transactions              
between such company and its affiliates during relevant periods; a              
description of present and required facilities; an analysis of risks and        
competitive conditions; a financial plan of operation and estimated             
capital requirements; audited financial statements, or if they are not          
available, unaudited financial statements, together with reasonable             
assurances that audited financial statements would be able to be                
produced within a reasonable period of time not to exceed 60 days               
following completion of a merger transaction; and other information             
deemed relevant.                                                                

As part of the Company's investigation, the Company's         
executive officers and directors may meet personally with management            
and key personnel, may visit and inspect material facilities, obtain            
independent analysis or verification of certain information provided,           
check references of management and key personnel, and take other                
reasonable investigative measures, to the extent of the Company's               
limited financial resources and management expertise.                           

It is possible that the range of business opportunities that  
might be available for consideration by the Company could be limited            
by the impact of Securities and Exchange Commission regulations                 
regarding purchase and sale of "penny stocks."  The regulations would           
affect, and possibly impair, any market that might develop in the               
Company's securities until such time as they qualify for listing on             
NASDAQ or on another exchange which would make them exempt                      
from applicability of the "penny stock" regulations.  See "Risk Factors         
- Regulation of Penny Stocks."                                                  

Company management believes that various types of potential   
merger or acquisition candidates might find a business combination              
with the Company to be attractive.  These include acquisition                   
candidates desiring to create a public market for their shares in order         
to enhance liquidity for current shareholders, acquisition candidates           
which have long-term plans for raising capital through the public sale          
of securities and believe that the possible prior existence of a public         
market for their securities would be beneficial, and acquisition                
candidates which plan to acquire additional assets through issuance of          
securities rather than for cash, and believe that the possibility of            
development of a public market for their securities will be of                  
assistance in that process.  Acquisition candidates which have a need           
for an immediate cash infusion are not likely to find a potential               
business combination with the Company to be an attractive alternative.          

Form of Acquisition                                                             

It is impossible to predict the manner in which the Company   
may participate in a business opportunity.  Specific business op-               
portunities will be reviewed as well as the respective needs and desires        
of the Company and the promoters of the opportunity and, upon the               
basis of that review and the relative negotiating strength of the               
Company and such promoters, the legal structure or method deemed                
by management to be suitable will be selected.  Such structure may              
include, but is not limited to leases, purchase and sale agreements,            
licenses, joint ventures and other contractual arrangements.  The               
Company may act directly or indirectly through an interest in a                 
partnership, corporation or other form of organization.  Implementing           
such structure may require the merger, consolidation or reorganization          
of the Company with other corporations or forms of business                     
organization, and although it is likely, there is no assurance that the         
Company would be the surviving entity.  In addition, the present                
management and stockholders of the Company most likely will not                 
have control of a majority of the voting shares of the Company                  
following a reorganization transaction.  As part of such a transaction,         
the Company's existing directors may resign and new directors may               
be appointed without any vote by stockholders.                                  

 It is likely that the Company will acquire its participation in
a business opportunity through the issuance of Common Stock or                  
other securities of the Company.  Although the terms of any such                
transaction cannot be predicted, it should be noted that in certain             
circumstances the criteria for determining whether or not an acquisi-           
tion is a so-called "tax free" reorganization under the Internal Revenue        
Code of 1986, depends upon the issuance to the stockholders of the              
acquired company of a  controlling interest (i.e. 80% or more) of the           
common stock of the combined entities immediately following the                 
reorganization.  If a transaction were structured to take advantage of          
these provisions rather than other "tax free" provisions provided under         
the Internal Revenue Code, the Company's current stockholders would             
retain in the aggregate 20% or less of the total issued and outstanding         
shares.  This could result in substantial additional dilution in the            
equity of those who were stockholders of the Company prior to such              
reorganization.  Any such issuance of additional shares might also be           
done simultaneously with a sale or transfer of shares representing a            
controlling interest in the Company by the current officers, directors          
and principal shareholders. (See "Description of Business - General").          

It is anticipated that any new securities issued in any       
reorganization would be issued in reliance upon exemptions, if any are          
available, from registration under applicable federal and state securities      
laws.  In some circumstances, however, as a negotiated element of the           
transaction, the Company may agree to register such securities either           
at the time the transaction is consummated, or under certain conditions         
or at specified times thereafter.  The issuance of substantial additional       
securities and their potential sale into any trading market that might          
develop in the Company's securities may have a depressive effect                
upon such market.                                                               

The Company will participate in a business opportunity only   
after the negotiation and execution of a written agreement.  Although           
the terms of such agreement cannot be predicted, generally such an              
agreement would require specific representations and warranties by all          
of the parties thereto, specify certain events of default, detail the terms     
of closing and the conditions which must be satisfied by each of the            
parties thereto prior to such closing, outline the manner of bearing            
costs if the transaction is not closed, set forth remedies upon default,        
and include miscellaneous other terms.                                          

  As a general matter, the Company anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent          
with the management, principals or owners of a prospective business             
opportunity prior to signing a binding agreement.  Such a letter of             
intent will set forth the terms of the proposed acquisition but will not        
bind any of the parties to consummate the transaction.  Execution of            
a letter of intent will by no means indicate that consummation of an            
acquisition is probable.  Neither the Company nor any of the other              
parties to the letter of intent will be bound to consummate the                 
acquisition unless and until a definitive agreement concerning the ac-          
quisition as described in the preceding paragraph is executed.  Even            
after a definitive agreement is executed, it is possible that the               
acquisition would not be consummated should any party elect to                  
exercise any right provided in the agreement to terminate it on                 
specified grounds.                                                              

It is anticipated that the investigation of specific business 
opportunities and the negotiation, drafting and execution of relevant           
agreements, disclosure documents and other instruments will require             
substantial management time and attention and substantial costs for             
accountants, attorneys and others.  If a decision is made not to                
participate in a specific business opportunity, the costs theretofore           
incurred in the related investigation would not be recoverable.                 
Moreover, because many providers of goods and services require                  
compensation at the time or soon after the goods and services are               
provided, the inability of the Company to pay until an indeterminate            
future time may make it impossible to procure goods and services.               

Investment Company Act and Other Regulation                                     

The Company may participate in a business opportunity by      
purchasing, trading or selling the securities of such business.  The            
Company does not, however, intend to engage primarily in such                   
activities.  Specifically, the Company intends to conduct its activities        
so as to avoid being classified as an "investment company" under the            
Investment Company Act of 1940 (the "Investment Act"), and                      
therefore to avoid application of the costly and restrictive registration       
and other provisions of the Investment Act, and the regulations                 
promulgated thereunder.                                                         

Section 3(a) of the Investment Act contains the definition of 
an "investment company," and it  excludes any entity that does not              
engage primarily in the business of investing, reinvesting or trading in        
securities, or that does not engage in the business of investing,               
owning, holding or trading "investment securities" (defined as "all             
securities other than government securities or securities of                    
majority-owned subsidiaries") the value of which exceeds 40% of the             
value of its total assets (excluding government securities, cash or cash        
items).  The Company intends to implement its business plan in a                
manner which will result in the availability of this exception from the         
definition of "investment company." Consequently, the Company's                 
participation in a business or opportunity through the purchase and             
sale of investment securities will be limited.                                  

The Company's plan of business may involve changes in its     
capital structure, management, control and business, especially if it           
consummates a reorganization as discussed above.  Each of these areas           
is regulated by the Investment Act, in order to protect purchasers of           
investment company securities.  Since the Company will not register             
as an investment company, stockholders will not be afforded these               
protections.                                                                    

Any securities which the Company might acquire in exchange    
for its Common Stock are expected to be "restricted securities" within          
the meaning of the Securities Act of 1933, as amended (the "Act").              
If the Company elects to resell such securities, such sale cannot               
proceed unless a registration statement has been declared effective by          
the Securities and Exchange Commission or an exemption from                     
registration is available.  Section 4(1) of the Act, which exempts sales        
of securities not involving a distribution, would in all likelihood be          
available to permit a private sale.  Although the plan of operation does        
not contemplate resale of securities acquired, if such a sale were to be        
necessary, the Company would be required to comply with the                     
provisions of the Act to effect such resale.                                    

An acquisition made by the Company may be in an industry      
which is regulated or licensed by federal, state or local authorities.          
Compliance with such regulations can be expected to be a                        
time-consuming and expensive process.                                           

Competition                                                                     

The Company expects to encounter substantial competition in   
its efforts to locate attractive opportunities, primarily from business         
development companies, venture capital partnerships and corporations,           
venture capital affiliates of large industrial and financial companies,         
small investment companies, and wealthy individuals.  Many of these             
entities will have significantly greater experience, resources and              
managerial capabilities than the Company and will therefore be in a             
better position than the Company to obtain access to attractive                 
business opportunities. The Company also will experience competition            
from other public "blind pool" companies, many of which may have                
more funds available than does the Company.                                     

Administrative Offices                                                          

The Company currently maintains a mailing address at 4750     
Table Mesa Drive, Boulder, Colorado 80303, which is the office                  
address of its legal counsel.  The Company's telephone number is                
(303) 442-1021.  Other than this mailing address, the Company does              
not currently maintain any other office facilities, and does not                
anticipate the need for maintaining office facilities at any time in the        
foreseeable future.  The Company pays no rent or other fees for the             
use of this mailing address.                                                    

Employees                                                                       

The Company is a development stage company and currently      
has no employees.  Management of the Company expects to use                     
consultants, attorneys and accountants as necessary, and does not anti-         
cipate a need to engage any full-time employees so long as it is                
seeking and evaluating business opportunities.  The need for em-                
ployees and their availability will be addressed in connection with the         
decision whether or not to acquire or participate in specific business          
opportunities.  Although there is no current plan with respect to its           
nature or amount, remuneration may be paid to or accrued for the                
benefit of, the Company's sole officer prior to, or in conjunction with,        
the completion of a business acquisition.  The Company's sole officer           
and director has received a fee of $2,000 for organizing the                    
corporation.  See "Executive Compensation" and under "Certain                   
Relationships and Related Transactions."                                        

Risk Factors                                                                    

1.       Conflicts of Interest.  Certain conflicts of interest exist            
between the Company and its sole officer and director.  He has other            
business interests to which he devotes his attention, and he may be             
expected to continue to do so although management time should be                
devoted to the business of the Company.  As a result, conflicts of              
interest may arise that can be resolved only through his exercise of            
such judgment as is consistent with his fiduciary duties to the                 
Company.  See "Management," and "Conflicts of Interest."                        

The Company's sole officer and director and its other current 
shareholders own all of the issued and outstanding stock of another             
corporation (Boulder Capital Opportunities II, Inc.) which is a public          
shell which has previously filed a registration statement on Form 10-           
SB.  (See "Item 5. Directors, Executive Officers, Promoters, and                
Control Persons - Other Blind Pool Activities.")  The Company may               
be in competition with Boulder Capital Opportunities II, Inc., in               
seeking merger candidates.  However, since both entities currently              
have the same shareholders, no conflict of interest exists.                     

The Company's sole officer and director may elect, in the   
future, to form one or more additional public shell companies with a            
business plan similar or identical to that of the Company.  Any such            
additional public shell companies would also be in direct competition           
with the Company for available business opportunities.  (See Item 5 -           
"Directors, Executive Officers, Promoters and Control Persons -               
Conflicts of Interest.")                                                        

It is anticipated that Company's sole officer and director may
actively negotiate or otherwise consent to the purchase of a portion of         
his common stock as a condition to, or in connection with, a proposed           
merger or acquisition transaction.  In this process, the Company's              
President may consider his own personal pecuniary benefit rather than           
the best interests of other Company shareholders, and the other                 
Company shareholders are not expected to be afforded the opportunity            
to approve or consent to any particular stock buy-out transaction.  See         
"Conflicts of Interest."                                                        

2.       Possible Need For Additional Financing.  The Company has               
very limited funds, and such funds may not be adequate to take advan-           
tage of any available business opportunities.  Even if the Company's            
funds prove to be sufficient to acquire an interest in, or complete a           
transaction with, a business opportunity, the Company may not have              
enough capital to exploit the opportunity.  The ultimate success of the         
Company may depend upon its ability to raise additional capital.  The           
Company has not investigated the availability, source, or terms that            
might govern the acquisition of additional capital and will not do so           
until it determines a need for additional financing.  If additional             
capital is needed, there is no assurance that funds will be available           
from any source or, if available, that they can be obtained on terms            
acceptable to the Company.  If not available, the Company's opera-              
tions will be limited to those that can be financed with its modest             
capital.                                                                        

3.       Regulation of Penny Stocks.  The Company's securities, when            
available for trading, will be subject to a Securities and Exchange             
Commission rule that imposes special sales practice requirements upon           
broker-dealers who sell such securities to persons other than                   
established customers or accredited investors.  For purposes of the             
rule, the phrase "accredited investors" means, in general terms,                
institutions with assets in excess of $5,000,000, or individuals having         
a net worth in excess of $1,000,000 or having an annual income that             
exceeds $200,000 (or that, when combined with a spouse's income,                
exceeds $300,000).  For transactions covered by the rule, the broker-           
dealer must make a special suitability determination for the purchaser          
and receive the purchaser's written agreement to the transaction prior          
to the sale.  Consequently, the rule may affect the ability of broker-          
dealers to sell the Company's securities and also may affect the ability        
of purchasers in this offering to sell their securities in any market that      
might develop therefor.                                                         

In addition, the Securities and Exchange Commission has       
adopted a number of rules to regulate "penny stocks."  Such rules               
include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and             
15g-7 under the Securities Exchange Act of 1934, as amended.                    
Because the securities of the Company may constitute "penny stocks"             
within the meaning of the rules, the rules would apply to the                   
Company and to its securities.  The rules may further affect the ability        
of owners of Shares to sell the securities of the Company in any                
market that might develop for them.                                             

Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny                  
stocks has suffered in recent years from patterns of fraud and abuse.           
Such patterns include (i) control of the market for the security by one         
or a few broker-dealers that are often related to the promoter or issuer;       
(ii) manipulation of prices through prearranged matching of purchases           
and sales and false and misleading press releases; (iii) "boiler room"          
practices involving high-pressure sales tactics and unrealistic price           
projections by inexperienced sales persons; (iv) excessive and                  
undisclosed bid-ask differentials and markups by selling broker-                
dealers; and (v) the wholesale dumping of the same securities by                
promoters and broker-dealers after prices have been manipulated to a            
desired level, along with the resulting inevitable collapse of those            
prices and with consequent investor losses.  The Company's                      
management is aware of the abuses that have occurred historically in            
the penny stock market.  Although the Company does not expect to                
be in a position to dictate the behavior of the market or of broker-            
dealers who participate in the market, management will strive within            
the confines of practical limitations to prevent the described patterns         
from being established with respect to the Company's securities.                

4.       No Operating History.  The Company was formed in                       
November, 1996, for the purpose of registering its common stock                 
under the 1934 Act and acquiring a business opportunity.  The                   
Company has no operating history, revenues from operations, or assets           
other than cash from private sales of stock.  The Company faces all             
of the risks of a new business and the special risks inherent in the            
investigation, acquisition, or involvement in a new business                    
opportunity.  The Company must be regarded as a new or "start-up"               
venture with all of the unforeseen costs, expenses, problems, and               
difficulties to which such ventures are subject.                                

5.       No Assurance of Success or Profitability.  There is no                 
assurance that the Company will acquire a favorable business op-                
portunity.  Even if the Company should become involved in a business            
opportunity, there is no assurance that it will generate revenues or            
profits, or that the market price of the Company's Common Stock will            
be increased thereby.                                                           

6.       Possible Business - Not Identified and Highly Risky.  The              
Company has not identified and has no commitments to enter into or              
acquire a specific business opportunity and therefore can disclose the          
risks and hazards of a business or opportunity that it may enter into           
in only a general manner, and cannot disclose the risks and hazards of          
any specific business or opportunity that it may enter into.  An                
investor can expect a potential business opportunity to be quite risky.         
The Company's acquisition of or participation in a business                     
opportunity will likely be highly illiquid and could result in a total          
loss to the Company and its stockholders if the business or                     
opportunity proves to be unsuccessful.  See  Item 1 "Description of             
Business."                                                                      

7.       Type of Business Acquired.  The type of business to be                 
acquired may be one that desires to avoid effecting its own public              
offering and the accompanying expense, delays, uncertainties, and               
federal and state requirements which purport to protect investors.              
Because of the Company's limited capital, it is more likely than not            
that any acquisition by the Company will involve other parties whose            
primary interest is the acquisition of control of a publicly traded             
company.  Moreover, any business opportunity acquired may be                    
currently unprofitable or present other negative factors.                       

8.       Impracticability of Exhaustive Investigation.  The Company's           
limited funds and the lack of full-time management will likely make             
it impracticable to conduct a complete and exhaustive investigation             
and analysis of a business opportunity before the Company commits               
its capital or other resources thereto.  Management decisions,                  
therefore, will likely be made without detailed feasibility studies,            
independent analysis, market surveys and the like which, if the Com-            
pany had more funds available to it, would be desirable.  The                   
Company will be particularly dependent in making decisions upon                 
information provided by the promoter, owner, sponsor, or others                 
associated with the business opportunity seeking the Company's                  
participation.  A significant portion of the Company's available funds          
may be expended for investigative expenses and other expenses related           
to preliminary aspects of completing an acquisition transaction,                
whether or not any business opportunity investigated is eventually              
acquired.                                                                       

9.       Lack of Diversification.  Because of the limited financial             
resources that the Company has, it is unlikely that the Company will            
be able to diversify its acquisitions or operations.  The Company's             
probable inability to diversify its activities into more than one area          
will subject the Company to economic fluctuations within a particular           
business or industry and therefore increase the risks associated with           
the Company's operations.                                                       

10.      Possible Reliance upon Unaudited Financial Statements.  The            
Company generally will require audited financial statements from                
companies that it proposes to acquire.  No assurance can be given,              
however, that audited financials will be available to the Company.  In          
cases where audited financials are unavailable, the Company will have           
to rely upon unaudited information received from target companies'              
management that has not been verified by outside auditors.  The lack            
of the type of independent verification which audited financial                 
statements would provide, increases the risk that the Company, in               
evaluating an acquisition with such a target company, will not have             
the benefit of full and accurate information about the financial                
condition and operating history of the target company.  This risk               
increases the prospect that the acquisition of such a company might             
prove to be an unfavorable one for the Company or the holders of the            
Company's securities.                                                           

Moreover, the Company will be subject to the reporting        
provisions of the Securities Exchange Act of 1934, as amended (the              
"Exchange Act"), and thus will be required to furnish certain                   
information about significant acquisitions, including audited financial         
statements for any business that it acquires.  Consequently, acquisition        
prospects that do not have, or are unable to provide reasonable                 
assurances that they will be able to obtain, the required audited               
statements would not be considered by the Company to be appropriate             
for acquisition so long as the reporting requirements of the Exchange           
Act are applicable.  Should the Company, during the time it remains             
subject to the reporting provisions of the Exchange Act, complete an            
acquisition of an entity for which audited financial statements prove           
to be unobtainable, the Company would be exposed to enforcement                 
actions by the Securities and Exchange Commission (the                          
"Commission") and to corresponding administrative sanctions,                    
including permanent injunctions against the Company and its                     
management.  The legal and other costs of defending a Commission                
enforcement action would have material, adverse consequences for the            
Company and its business.  The imposition of administrative sanctions           
would subject the Company to further adverse consequences.                      

In addition, the lack of audited financial statements would   
prevent the securities of the Company from becoming eligible for                
listing on NASDAQ, or on any existing stock exchange.  Moreover,                
the lack of such financial statements is likely to discourage broker-           
dealers from becoming or continuing to serve as market makers in the            
securities of the Company.  Without audited financial statements, the           
Company would almost certainly be unable to offer securities under              
a registration statement pursuant to the Securities Act of 1933, and the        
ability of the Company to raise capital would be significantly limited          
until such financial statements were to become available.                       

11.      Other Regulation.  An acquisition made by the Company may              
be of a business that is subject to regulation or licensing by federal,         
state, or local authorities.  Compliance with such regulations and              
licensing can be expected to be a time-consuming, expensive process             
and may limit other investment opportunities of the Company.                    

12.      Dependence upon Management; Limited Participation of                   
Management.  The Company currently has a single individual who is               
serving as its sole officer and director.  The Company will be heavily          
dependent upon his skills, talents, and abilities to implement its              
business plan, and may, from time to time, find that the inability of           
the sole officer and director to devote his full time attention to the          
business of the Company results in a delay in progress toward                   
implementing its business plan.   Furthermore, since one individual is          
serving as the sole officer and director of the Company, it will be             
entirely dependent upon his experience in seeking, investigating, and           
acquiring a business and in making decisions regarding the Company's            
operations.  See "Management."  Because investors will not be able to           
evaluate the merits of possible business acquisitions by the Company,           
they should critically assess the information concerning the Company's          
sole officer and director.                                                      

13.      Lack of Continuity in Management.  The Company does not                
have an employment agreement with its sole officer and director, and            
as a result, there is no assurance that he will continue to manage the          
Company in the future.  In connection with acquisition of a business            
opportunity, it is likely the current officer and director of the               
Company may resign.  A decision to resign will be based upon the                
identity of the business opportunity and the nature of the transaction,         
and is likely to occur without the vote or consent of the stockholders          
of the Company.                                                                 

14.      Indemnification of Officers and Directors.  The Company's              
Articles of Incorporation provide for the indemnification of its                
directors, officers, employees, and agents, under certain circumstances,        
against attorney's fees and other expenses incurred by them in any              
litigation to which they become a party arising from their association          
with or activities on behalf of the Company.  The Company will also             
bear the expenses of such litigation for any of its directors, officers,        
employees, or agents, upon such person's promise to repay the                   
Company therefor if it is ultimately determined that any such person            
shall not have been entitled to indemnification.  This indemnification          
policy could result in substantial expenditures by the Company which            
it will be unable to recoup.                                                    

15.      Director's Liability Limited.  The Company's Articles of               
Incorporation exclude personal liability of its directors to the Company        
and its stockholders for monetary damages for breach of fiduciary               
duty except in certain specified circumstances.  Accordingly, the               
Company will have a much more limited right of action against its               
directors than otherwise would be the case.  This provision does not            
affect the liability of any director under federal or applicable state          
securities laws.                                                                

16.      Dependence upon Outside Advisors.  To supplement the                   
business experience of its sole officer and director, the Company may           
be required to employ accountants, technical experts, appraisers,               
attorneys, or other consultants or advisors.  The selection of any such         
advisors will be made by the Company's President without any input              
from stockholders.  Furthermore, it is anticipated that such persons            
may be engaged on an "as needed" basis without a continuing                     
fiduciary or other obligation to the Company.  In the event the                 
President of the Company considers it necessary to hire outside                 
advisors, he may elect to hire persons who are affiliates, if they are          
able to provide the required services.                                          

17.      Leveraged Transactions.  There is a possibility that any               
acquisition of a business opportunity by the Company may be lever-              
aged, i.e., the Company may finance the acquisition of the business             
opportunity by borrowing against the assets of the business oppor-              
tunity to be acquired, or against the projected future revenues or              
profits of the business opportunity.  This could increase the                   
Company's exposure to larger losses.  A business opportunity acquired           
through a leveraged transaction is profitable only if it generates              
enough revenues to cover the related debt and expenses.  Failure to             
make payments on the debt incurred to purchase the business                     
opportunity could result in the loss of a portion or all of the assets          
acquired.  There is no assurance that any business opportunity                  
acquired through a leveraged transaction will generate sufficient               
revenues to cover the related debt and expenses.                                

18.      Competition.  The search for potentially profitable business           
opportunities is intensely competitive.  The Company expects to be at           
a disadvantage when competing with many firms that have                         
substantially greater financial and management resources and capa-              
bilities than the Company.  These competitive conditions will exist in          
any industry in which the Company may become interested.                        

19.      No Foreseeable Dividends.  The Company has not paid di-                
vidends on its Common Stock and does not anticipate paying such                 
dividends in the foreseeable future.                                            

20.      Loss of Control by Present Management and Stockholders.                
The Company may consider an acquisition in which the Company                    
would issue as consideration for the business opportunity to be                 
acquired an amount of the Company's authorized but unissued                     
Common Stock that would, upon issuance, represent the great majority            
of the voting power and equity of the Company.  The result of such              
an acquisition would be that the acquired company's stockholders and            
management would control the Company, and the Company's                         
management could be replaced by persons unknown at this time.                   
Such a merger would result in a greatly reduced percentage of                   
ownership of the Company by its current shareholders. In addition, the          
Company's President could sell his control block of stock at a                  
premium price to the acquired company's stockholders.                           

21.      No Public Market Exists.  There is no public market for the            
Company's common stock, and no assurance can be given that a                    
market will develop or that a shareholder ever will be able to liquidate        
his investment without considerable delay, if at all.  If a market should       
develop, the price may be highly volatile.  Factors such as those               
discussed in this "Risk Factors" section may have a significant impact          
upon the market price of the securities offered hereby.  Owing to the           
low price of the securities, many brokerage firms may not be willing            
to effect transactions in the securities.  Even if a purchaser finds a          
broker willing to effect a transaction in these securities, the                 
combination of brokerage commissions, state transfer taxes, if any, and         
any other selling costs may exceed the selling price.  Further, many            
lending institutions will not permit the use of such securities as              
collateral for any loans.                                                       

22.      Rule 144 Sales.  All of the outstanding shares of Common               
Stock held by present stockholders are "restricted securities" within the       
meaning of Rule 144 under the Securities Act of 1933, as amended.               
As restricted shares, these shares may be resold only pursuant to an            
effective registration statement or under the requirements of Rule 144          
or other applicable exemptions from registration under the Act and as           
required under applicable state securities laws.  Rule 144 provides in          
essence that a person who has held restricted securities for a                  
prescribed period may, under certain conditions, sell every three               
months, in brokerage transactions, a number of shares that does not             
exceed the greater of 1.0% of a company's outstanding common stock              
or the average weekly trading volume during the four calendar weeks             
prior to the sale.  There is no limit on the amount of restricted               
securities that may be sold by a nonaffiliate after the restricted              
securities have been held by the owner for a period of two years.  A            
sale under Rule 144 or under any other exemption from the Act, if               
available, or pursuant to subsequent registrations of shares of Common          
Stock of present stockholders, may have a depressive effect upon the            
price of the Common Stock in any market that may develop.  Of the               
total 1,010,00 shares of common stock held by present stockholders              
of the Company 710,000 shares will become available for resale under            
Rule 144 ninety (90) days after the Company registers its common                
stock under Section 12(g) of the Securities and Exchange Commission,            
all of which will be subject to applicable volume restrictions under the        
Rule, and the remaining 300,000 shares will become available for                
resale starting in November 1, 1997.                                            

23.      Blue Sky Considerations.  Because the securities registered            
hereunder have not been registered for resale under the blue sky laws           
of any state, the holders of such shares and persons who desire to              
purchase them in any trading market that might develop in the future,           
should be aware that there may be significant state blue-sky law                
restrictions upon the ability of investors to sell the securities and of        
purchasers to purchase the securities.  Some jurisdictions may not              
under any circumstances allow the trading or resale of blind-pool or            
"blank-check" securities.  Accordingly, investors should consider the           
secondary market for the Company's securities to be a limited one.              

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR                                
PLAN OF OPERATIONS.                                                             

Liquidity and Capital Resources                                                 

The Company remains in the development stage and, since       
inception, has experienced no significant change in liquidity or capital        
resources or stockholder's equity other than the receipt of net cash            
proceeds in the amount of $8,250, from its inside capitalization funds.         
Consequently, the Company's balance sheet for the period of                     
November 27, 1996 (inception) through December 31, 1996, reflects               
current assets of $3,753 in the form of cash, and total assets of               
$5,498.                                                                         

The Company will carry out its plan of business as discussed  
above.  The Company cannot predict to what extent its liquidity and             
capital resources will be diminished prior to the consummation of a             
business combination or whether its capital will be further depleted by         
the operating losses (if any) of the business entity which the Company          
may eventually acquire.                                                         

Results of Operations                                                           

During the period from November 27, 1996 (inception)          
through December 31, 1996, the Company has engaged in no                        
significant operations other than organizational activities, acquisition        
of capital and preparation for registration of its securities under the         
Securities Exchange Act of 1934, as amended.  No revenues were                  
received by the Company during this period.                                     

For the current fiscal year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with         
registration under the Securities Exchange Act of 1934, and expenses            
associated with locating and evaluating acquisition candidates.  The            
Company anticipates that until a business combination is completed              
with an acquisition candidate, it will not generate revenues other than         
interest income, and may continue to operate at a loss after completing         
a business combination, depending upon the performance of the                   
acquired business.                                                              

Need for Additional Financing                                                   

The Company believes that its existing capital will be        
sufficient to meet the Company's cash needs, including the costs of             
compliance with the continuing reporting requirements of the                    
Securities Exchange Act of 1934, as amended, for a period of                    
approximately one year.  Accordingly, in the event the Company is               
able to complete a business combination during this period, it                  
anticipates that its existing capital will be sufficient to allow it to         
accomplish the goal of completing a business combination.  There is             
no assurance, however, that the available funds will ultimately prove           
to be adequate to allow it to complete a business combination, and              
once a business combination is completed, the Company's needs for               
additional financing are likely to increase substantially.                      

No commitments to provide additional funds have been made     
by management or other stockholders.  Accordingly, there can be no              
assurance that any additional funds will be available to the Company            
to allow it to cover its expenses.                                              

Irrespective of whether the Company's cash assets prove to be 
inadequate to meet the Company's operational needs, the Company                 
might seek to compensate providers of services by issuances of stock            
in lieu of cash.  For information as to the Company's policy in regard          
to payment for consulting services, see "Certain Relationships and              
Transactions."                                                                  

Item 3.  Description of Property.                                               

The Company does not currently maintain an office or any      
other facilities.  It does currently maintain a mailing address at 4750         
Table Mesa Drive, Boulder, Colorado 80303, which is the office                  
address of its legal counsel.  The Company pays no rent for the use             
of this mailing address.  The Company does not believe that it will             
need to maintain an office at any time in the foreseeable future in             
order to carry out its plan of operations described herein.  The                
Company's telephone number is (303) 442-1021.                                   

Item 4.  Security Ownership of Certain Beneficial Owners and                    
Management.                                                                     

The following table sets forth, as of the date of this        
Registration Statement, the number of shares of Common Stock owned              
of record and beneficially by executive officers, directors and persons         
who hold 5.0% or more of the outstanding Common Stock of the                    
Company.  Also included are the shares held by all executive officers           
and directors as a group.                                                       

                                                                [Download Table]

                                                               
                                                               
Name and Address                 Number of        Percent of   
                                 Shares Owned     Class Owned  
                                 Beneficially                  

Robert Soehngen<F1>                                            
2434 Vine Place                                                
Boulder, Colorado  80304         660,000          65.35%       

All directors and executive                                    
officers as a group (1 person)   660,000          65.35%       

<FN>                                                           
<F1>  The person listed is the sole officer and director of the
Company.                                                       
</FN>                                                          

Item 5.  Directors, Executive Officers, Promoters and Control Persons.          

The directors and executive officers currently serving the    
Company are as follows:                                                         

                                                                [Download Table]


                                                                     
Name                     Age             Positions Held and Tenure   

Robert Soehngen          46              President and Director since
                                         November, 1996              

The director named above will serve until the first annual    
meeting of the Company's stockholders.  Thereafter, directors will be           
elected for one-year terms at the annual stockholders' meeting.                 
Officers will hold their positions at the pleasure of the board of              
directors, absent any employment agreement, of which none currently             
exists or is contemplated.  There is no arrangement or understanding            
between the sole director and officer of the Company and any other              
person pursuant to which any director or officer was or is to be                
selected as a director or officer.                                              

The sole director and officer of the Company will devote his  
time to the Company's affairs on an "as needed" basis.  As a result,            
the actual amount of time which he will devote to the Company's                 
affairs is unknown and is likely to vary substantially from month to            
month.                                                                          

Biographical Information                                                        

Robert Soehngen.  Mr. Soehngen, who is the Company's          
President, has served as the sole officer and director of the Company           
since its inception.                                                            

Mr. Soehngen is currently self-employed as a business         
consultant, providing consulting services relating to mergers and               
acquisitions and is engaged in the real estate business as a licensed           
broker associate with Century 21.  From 1980 to 1995 he was a                   
partner in Sawyer/Soehngen Partnership, a real estate partnership               
which owned commercial property in downtown Boulder, Colorado.                  
Mr. Soehngen has also been engaged in the securities business in                
various capacities from 1975 to the present.  From 1984 through 1990            
he was President of National Securities Network, Inc.  From 1991                
through 1994 he was Director of Corporate Finance for Spencer                   
Edwards, Inc., Nutmeg Securities, Inc., and Brookstreet Securities              
Corporation, and from 1994 through 1995 was an Account Executive                
with Toluca Pacific Securities.  From 1989 through 1995, Mr.                    
Soehngen was President of National Securities Holding Corporation               
and in that capacity maintained the books and records of a publicly-            
held subsidiary corporation until it was merged with an operating               
business in September 1995.  Mr. Soehngen graduated from the                    
University of Colorado in 1972, with a B.S. in Finance.                         

Indemnification of Officers and Directors                                       

As permitted by Colorado law, the Company's Articles of In-   
corporation provide that the Company will indemnify its directors and           
officers against expenses and liabilities they incur to defend, settle, or      
satisfy any civil or criminal action brought against them on account            
of their being or having been Company directors or officers unless, in          
any such action, they are adjudged to have acted with gross negligence          
or willful misconduct.  Insofar as indemnification for liabilities arising      
under the Securities Act of 1933 may be permitted to directors,                 
officers or persons controlling the Company pursuant to the foregoing           
provisions, the Company has been informed that, in the opinion of the           
Securities and Exchange Commission, such indemnification is against             
public policy as expressed in that Act and is, therefore, unenforceable.        

Exclusion of Liability                                                          

Pursuant to the Colorado Business Corporation Act, the        
Company's Articles of Incorporation exclude personal liability for its          
directors for monetary damages based upon any violation of their                
fiduciary duties as directors, except as to liability for any breach of the     
duty of loyalty, acts or omissions not in good faith or which involve           
intentional misconduct or a knowing violation of law, acts in violation         
of Section 7-106-401 of the Colorado Business Corporation Act, or               
any transaction from which a director receives an improper personal             
benefit.  This exclusion of liability does not limit any right which a          
director may have to be indemnified and does not affect any director's          
liability under federal or applicable state securities laws.                    

Other Blind Pool Activities                                                     

Mr. Soehngen and all the current shareholders of the company  
are also shareholders of two other companies, Boulder Capital                   
Opportunities, Inc., and Boulder Capital Opportunities II, Inc.  They           
have signed an agreement to sell a controlling interest, representing           
approximately 63.27% of the outstanding stock of Boulder Capital                
Opportunities, Inc., for a total purchase price of $30,000.  The                
purchaser is also required to pay a $10,000 finder's fee to one of the          
shareholders of Boulder Capital Opportunities, Inc.  No final closing           
date has been set for this transaction.                                         

 Boulder Capital Opportunities II, Inc. has filed a registration
statement on Form 10-SB under the Securities Exchange Act of 1934,              
which became effective on or about February 7, 1997.  It is currently           
subject to the reporting requirements of the Securities Exchange Act            
of 1934, and is seeking a merger or acquisition candidate.                      

Conflicts of Interest                                                           

The sole officer and director of the Company will not devote  
more than a portion of his time to the affairs of the Company.  There           
will be occasions when the time requirements of the Company's                   
business conflict with the demands of his other business and                    
investment activities.  Such conflicts may require that the Company             
attempt to employ additional personnel.  There is no assurance that the         
services of such persons will be available or that they can be obtained         
upon terms favorable to the Company.                                            

The Company's President may elect, in the future, to form one 
or more additional blind pool or blank check companies with a                   
business plan similar or identical to that of the Company.  Any such            
additional blind pool or blank check companies would also be in                 
direct competition with the Company for available business                      
opportunities.                                                                  

There is no procedure in place which would allow Mr.          
Soehngen to resolve potential conflicts in an arms-length fashion.              
Accordingly, he will be required to use his discretion to resolve them          
in a manner which he considers appropriate.                                     

The Company's sole officer and director may actively          
negotiate or otherwise consent to the purchase of a portion of his              
common stock as a condition to, or in connection with, a proposed               
merger or acquisition transaction.  It is anticipated that a substantial        
premium over the initial cost of such shares may be paid by the                 
purchaser in conjunction with any sale of shares by the Company's               
officer and director which is made as a condition to, or in connection          
with, a proposed merger or acquisition transaction.  The fact that a            
substantial premium may be paid to the Company's sole officer and               
director to acquire his shares creates a potential conflict of interest for     
him in satisfying his fiduciary duties to the Company and its other             
shareholders.  Even though such a sale could result in a substantial            
profit to him, he would be legally required to make the decision based          
upon  the best interests of the Company and the Company's other                 
shareholders, rather than his own personal pecuniary benefit.                   

Item 6.  Executive Compensation.                                                

At inception of the Company, its sole Director, Robert        
Soehngen, received 560,000 shares of Common Stock valued at                     
$.0025 per share in consideration of pre-incorporation services                 
rendered to the Company related to investigating and developing the             
Company's proposed business plan and capital structure, and                     
completion of the incorporation and organization of the Company.                
Three other persons each received a total of 50,000 shares valued at            
$0.0025 per share in consideration of pre-incorporation services                
rendered to the Company related to investigating and developing the             
Company's proposed business plan and capital structure.  Mr.                    
Soehngen also received a fee of $2,000 for services relating to                 
organizing the Company, seeking merger candidates and evaluating                
those candidates.  No officer or director has received any other                
remuneration.  Although there is no current plan in existence, it is            
possible that the Company will adopt a plan to pay or accrue                    
compensation to its sole officer and director for services related to           
seeking business opportunities and completing a merger or acquisition           
transaction.  See "Certain Relationships and Related Transactions."             
The Company has no stock option, retirement, pension, or                        
profit-sharing programs for the benefit of directors, officers or other         
employees, but the Board of Directors may recommend adoption of                 
one or more such programs in the future.                                        

Item 7. Certain Relationships and Related Transactions.                         

Prior to the date of this Registration Statement, the Company 
issued to its officer and director, and to other shareholders, a total of       
1,010,000 shares of Common Stock for a total of $8,250.00 in cash               
and $1,775.00 in services.  Certificates evidencing the Common Stock            
issued by the Company to these persons have all been stamped with               
a restrictive legend, and are subject to stop transfer orders by the            
Company.  For additional information concerning restrictions that are           
imposed upon the securities held by current stockholders, and the               
responsibilities of such stockholders to comply with federal securities         
laws in the disposition of such Common Stock, see "Risk Factors -               
Rule 144 Sales."                                                                

 No officer, director, promoter, or affiliate of the Company has
or proposes to have any direct or indirect material interest in any asset       
proposed to be acquired by the Company through security holdings,               
contracts, options, or otherwise.                                               

The Company has adopted a policy under which any              
consulting or finder's fee that may be paid to a third party for                
consulting services to assist management in evaluating a prospective            
business opportunity would be paid in stock or in cash.  Any such               
issuance of stock would be made on an ad hoc basis.  Accordingly,               
the Company is unable to predict whether or in what amount such a               
stock issuance might be made.                                                   

Although there is no current plan in existence, it is possible
that the Company will adopt a plan to pay or accrue compensation to             
its sole officer and director for services related to seeking business          
opportunities and completing a merger or acquisition transaction.               

The Company maintains a mailing address at the office of its  
legal counsel, but otherwise does not maintain an office.  As a result,         
it pays no rent and incurs no expenses for maintenance of an office             
and does not anticipate paying rent or incurring office expenses in the         
future.  It is likely that the Company will establish and maintain an           
office after completion of a business combination.                              

Although management has no current plans to cause the         
Company to do so, it is possible that the Company may enter into an             
agreement with an acquisition candidate requiring the sale of all or a          
portion of the Common Stock held by the Company's current                       
stockholders to the acquisition candidate or principals thereof, or to          
other individuals or business entities, or requiring some other form of         
payment to the Company's current stockholders, or requiring the                 
future employment of specified officers and payment of salaries to              
them.  It is more likely than not that any sale of securities by the            
Company's current stockholders to an acquisition candidate would be             
at a price substantially higher than that originally paid by such               
stockholders.  Any payment to current stockholders in the context of            
an acquisition involving the Company would be determined entirely               
by the largely unforeseeable terms of a future agreement with an                
unidentified business entity.                                                   

Item 8.  Description of Securities.                                             

Common Stock                                                                    

The Company's Articles of Incorporation authorize the issu-   
ance of 100,000,000 shares of Common Stock.  Each record holder of              
Common Stock is entitled to one vote for each share held on all                 
matters properly submitted to the stockholders for their vote.                  
Cumulative voting for the election of directors is not permitted by the         
Articles of Incorporation.                                                      

Holders of outstanding shares of Common Stock are entitled    
to such dividends as may be declared from time to time by the Board             
of Directors out of legally available funds; and, in the event of               
liquidation, dissolution or winding up of the affairs of the Company,           
holders are entitled to receive, ratably, the net assets of the Company         
available to stockholders after distribution is made to the preferred           
stockholders, if any, who are given preferred rights upon liquidation.          
Holders of outstanding shares of Common Stock have no preemptive,               
conversion or redemptive rights.  All of the issued and outstanding             
shares of Common Stock are, and all unissued shares when offered                
and sold will be, duly authorized, validly issued, fully paid, and              
nonassessable.  To the extent that additional shares of the Company's           
Common Stock are issued, the relative interests of then existing                
stockholders may be diluted.                                                    

Preferred Stock                                                                 

The Company's Articles of Incorporation authorize the issu-   
ance of 10,000,000 shares of preferred stock.  The Board of Directors           
of the Company is authorized to issue the preferred stock from time             
to time in series and is further authorized to establish such series, to        
fix and determine the variations in the relative rights and preferences         
as between series, to fix voting rights, if any, for each series, and to        
allow for the conversion of preferred stock into Common Stock.  No              
preferred stock has been issued by the Company.  The Company anti-              
cipates that preferred stock may be utilized in making acquisitions.            

Transfer Agent                                                                  

The Company is currently serving as its own transfer agent,   
and plans to continue to serve in that capacity until such time as              
management believes it is necessary or appropriate to employ an                 
independent transfer agent in order to facilitate the creation of a public      
trading market for the Company's securities.  Since the Company does            
not currently expect any public market to develop for its securities            
until after it has completed a business combination, it does not                
currently anticipate that it will seek to employ an independent transfer        
agent until it has completed such a transaction.                                

Reports to Stockholders                                                         

The Company plans to furnish its stockholders with an annual  
report for each fiscal year containing financial statements audited by          
its independent certified public accountants.  In the event the                 
Company enters into a business combination with another company,                
it is the present intention of management to continue furnishing annual         
reports to stockholders.  Additionally, the Company may, in its sole            
discretion, issue unaudited quarterly or other interim reports to its           
stockholders when it deems appropriate.  The Company intends to                 
comply with the periodic reporting requirements of the Securities               
Exchange Act of 1934 for so long as it is subject to those                      
requirements.                                                                   

PART II                                                                         

Item 1.  Market Price and Dividends on the Registrant's Common                  
Equity and Other Shareholder Matters                                            

No public trading market exists for the Company's securities  
and all of its outstanding securities are restricted securities as defined      
in Rule 144.  There were nine (9) holders of record of the Company's            
common stock on December 31, 1996.  No dividends have been paid                 
to date and the Company's Board of Directors does not anticipate                
paying dividends in the foreseeable future.                                     

Item 2.  Legal Proceedings                                                      

The Company is not a party to any pending legal proceedings,  
and no such proceedings are known to be contemplated.                           

No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of            
the Company, or any associate of any such director, officer or security         
holder is a party adverse to the Company or has a material interest             
adverse to the Company in reference to pending litigation.                      

Item 3.  Changes in and Disagreements with Accountants.                         

Not applicable.                                               

Item 4.  Recent Sales of Unregistered Securities.                               

Since November 27, 1996 (the date of the Company's            
formation), the Company has sold its Common Stock to the persons                
listed in the table below in transactions summarized as follows:                

                                                                [Download Table]

                                                                                
Name                     Date of         Shares     Aggregate        Purchase   
                         Sale                       Purchase           Price    
                                                    Price              per Share

Robert Soehngen          11/27/96         560,000   $1,400.00<F1>       $0.0025 
Gary S. Joiner           11/27/96          50,000   $  125.00<F2>       $0.0025 
Grant W. Peck            11/27/96          50,000   $  125.00<F2>       $0.0025 
Dean F. Sessions         11/27/96          50,000   $  125.00<F2>       $0.0025 
Robert Soehngen          11/27/96         100,000   $  250.00           $0.0025 
Thomas Soehngen          11/29/96          40,000   $1,600.00           $0.04   
John F. O'Neil           11/29/96          30,000   $1,200.00           $0.04   
Douglas L. Ray           11/29/96          30,000   $1,200.00           $0.04   
Steven C. Signer         12/02/96          50,000   $2,000.00           $0.04   
Dev K. Mahanti           12/02/96          50,000   $2,000.00           $0.04   

<FN>                                                                            
<F1>Consideration consisted of pre-incorporation consulting services            
rendered to the Registrant related to  investigating and developing the         
Registrant's proposed business plan and capital structure and                   
completing the organization and incorporation of the Registrant.                

<F2>Consideration consisted of pre-incorporation consulting services            
rendered to the Registrant related to investigating and developing the          
Registrant's proposed business plan and capital structure.                      
</FN>                                                                           

Each of the sales listed above was made for cash or services. 
All of the listed sales were made in reliance upon the exemption from           
registration offered by Section 4(2) of the Securities Act of 1933, as          
amended.  Based upon Purchaser Questionnaires completed by each                 
of the subscribers and the pre-existing relationship between the                
subscribers of the Company's sole officer and director, the Company             
had reasonable grounds to believe immediately prior to making an                
offer to the private investors, and did in fact believe, when such              
subscriptions were accepted, that such purchasers (1) were purchasing           
for investment and not with a view to distribution, and (2) had such            
knowledge and experience in financial and business matters that they            
were capable of evaluating the merits and risks of their investment and         
were able to bear those risks.  The purchasers had access to pertinent          
information enabling them to ask informed questions.  The shares                
were issued without the benefit of registration.  An appropriate                
restrictive legend is imprinted upon each of the certificates                   
representing such shares, and stop-transfer instructions have been              
entered in the Company's transfer records.  All such sales were                 
effected without the aid of underwriters, and no sales commissions              
were paid.                                                                      

Item 5.  Indemnification of Directors and Officers                              

The Articles of Incorporation and the Bylaws of the Company,  
filed as Exhibits 3.1 and 3.2, respectively, provide that the Company           
will indemnify its officers and directors for costs and expenses                
incurred in connection with the defense of actions, suits, or                   
proceedings where the officer or director acted in good faith and in a          
manner he reasonably believed to be in the Company's best interest              
and is a party by reason of his status as an officer or director, absent        
a finding of negligence or misconduct in the performance of duty.               

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FINANCIAL STATEMENTS      
(A Development Stage Company)     

BOULDER CAPITAL OPPORTUNITIES       
III, INC.     

December 31, 1996     

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BOULDER CAPITAL OPPORTUNITIES     
III, INC.     
(A Development Stage Company)     

Index to Financial Statements                                                   

Report of Independent Auditors           i                                      
Balance Sheet                            ii                                     
Statement of Operations                  iii                                    
Statement of Changes in                                                         
Stockholders' Equity                   iv                                   
Statement of Cash Flows                  v                                      
Notes to Financial Statements            vi                                     

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BOULDER CAPITAL OPPORTUNITIES     
III, INC.     
(A Development Stage Company)     
Report of Independent Auditors      

Shareholders and Board of Directors                                             
Boulder Capital Opportunities III, Inc.                                         
Boulder, Colorado                                                               

We have audited the accompanying balance sheet of Boulder Capital               
Opportunities III, Inc. (a development stage Company) as of                     
December 31, 1996, and the related statements of operations,                    
stockholders' equity, and cash flows for the period from November               
27, 1996 (inception) to December 31, 1996.  These financial                     
statements are the responsibility of the Company's management.  Our             
responsibility is to express an opinion on these financial statements           
based on our audit.                                                             

We conducted our audit in accordance with generally accepted                    
auditing standards.  Those standards require that we plan and perform           
the audit to obtain reasonable assurance about whether the financial            
statements are free of material misstatement.  An audit includes                
examining, on a test basis, evidence supporting the amounts and                 
disclosures in the financial statements.  An audit also includes                
assessing the accounting principles used and significant estimates by           
management, as well as evaluating the overall financial statement               
presentation.  We believe that our audit provides a reasonable basis for        
our opinion.                                                                    

In our opinion, the financial statements referred to above present              
fairly, in all material respects, the financial position of Boulder Capital     
Opportunities III, Inc. (a development stage Company) as of                     
December 31, 1996, and the results of operations, and its cash flows            
for the period from November 27, 1996 (inception) to December 31,               
1996, in conformity with generally accepted accounting principles.              

Stark Tinter & Associates, LLC                                                  
/S/                                                                             
January 29, 1997                                                                
Englewood, Colorado                                                             
i     

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BOULDER CAPITAL OPPORTUNITIES     
III, INC.     
(A DEVELOPMENT STAGE COMPANY)     
FINANCIAL STATEMENTS      
AS OF DECEMBER 31, 1996     

The following financial statements include a balance sheet as of                
December 31, 1996, and a statement of operations for the period from            
November 27, 1996, (inception) through December 31, 1996.                       

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BOULDER CAPITAL OPPORTUNITIES III, INC.                                         
(A DEVELOPMENT STAGE COMPANY)                                                   
BALANCE SHEET AS OF DECEMBER 31, 1996                                           

                                                                [Download Table]


                                                 
CURRENT ASSETS                                   
Cash                                        3,753

TOTAL CURRENT                                    
 ASSETS                                     3,753

ORGANIZATIONAL COSTS                        1,775
 less accumulated amortization                 30

TOTAL ASSETS                                5,498

LIABILITIES AND STOCKHOLDERS' EQUITY             

Liabilities:                                    -
Stockholders' equity:                            

Preferred Stock, no par value,                   
10,000,000 shares authorized,                    
none issued                                     -

Common Stock, no par value,                      
100,000,000 shares authorized,                   
1,010,000 shares issued and                      
outstanding.                               10,025

Deficit accumulated                              
 during the                                      
 development stage                        (4,527)


                  ii

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                 BOULDER CAPITAL OPPORTUNITIES III, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF OPERATIONS
                   FOR THE PERIOD NOVEMBER 27, 1996 (Inception) to
                   DECEMBER 31, 1996

                                                                [Download Table]

                                                                

REVENUE                                                  3      

COSTS AND EXPENSES:                                             
 General and administrative                          4,500      
 Amortization                                           30      

NET LOSS                                           (4,527)      

PER SHARE INFORMATION:                                          

 Weighted average number of                                     
 common shares outstanding                       1,010,000      

NET LOSS PER SHARE                                     ($ .0045)


                   iii

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                   BOULDER CAPITAL OPPORTUNITIES III, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE PERIOD FROM NOVEMBER 27, 1996 (INCEPTION)
                   THROUGH DECEMBER 31, 1996

                                                                [Download Table]

                                             Deficit Accumulated     
                                             During the              
                               Common Stock  Development Stage       
                          Shares  Amount                        Total
                                                                     

Shares issued at                                                     
 inception for services                                              
 at $0.0025 per share      710,000   1,775                      1,775

Shares issued for                                                    
 cash at $0.0025                                                     
 per share                 100,000     250                        250

Shares issued for                                                    
 cash at $0.04                                                       
 per share                 200,000   8,000                      8,000

NET LOSS FOR THE                                                     
 PERIOD                          -       -    (4,527)         (4,527)

TOTAL                    1,010,000  10,025    (4,527)           5,498


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                   BOULDER CAPITAL OPPORTUNITIES III, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
                  NOVEMBER 27, 1996 (INCEPTION) TO DECEMBER 31, 1996

                                                                [Download Table]

                                                          
CASH FLOWS FROM                                           
 OPERATING ACTIVITIES                                     
 General and Administrative costs         (4,497)         

NET CASH USED BY OPERATING                                
 ACTIVITIES                               (4,497)         

CASH FLOWS FROM                                           
 INVESTING ACTIVITIES                           -         

CASH FLOWS FROM                                           
 FINANCING ACTIVITIES:                                    
 Capital contributions                      8,250         

NET CASH PROVIDED BY                                      
 FINANCING ACTIVITIES                       8,250         

NET INCREASE IN CASH AND                                  
 CASH EQUIVALENTS                           3,753         

BEGINNING CASH AND CASH                                   
 EQUIVALENTS                                    -         
ENDING CASH AND CASH                                      
 EQUIVALENTS                                3,753         

RECONCILIATION OF NET LOSS                                
 TO NET CASH USED IN                                      
 OPERATING ACTIVITIES:                                    
 Net loss                                   4,527         
 Amortization                                (30)         
 Net cash used in operating                               
 activities                                 4,497         
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND            
 FINANCING ACTIVITIES:                                    
 ACTIVITIES:                                              
On November 27, 1996, professional services capitalized as
organizational costs valued at $1,775 were exchanged for  
710,000 shares of common stock.                           
                                         v                                      

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BOULDER CAPITAL OPPORTUNITIES     
II, INC.      
(A DEVELOPMENT STAGE COMPANY)     
NOTES TO FINANCIAL STATEMENTS     
AS OF AUGUST 31, 1996     

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              

Organization                                                                    

The Company was incorporated on November 27, 1996, in the       
State of Colorado.  The Company is in the development stage and its             
intent is to operate as a capital market access corporation and to              
acquire one or more existing businesses through merger or acquisition.          
The Company has had no significant business activity to date.  The              
Company has not yet selected a fiscal year end.                                 

Organizational costs                                                            

Organizational costs include costs for professional fees and are
amortized using the straight-line method over five years.                       

Net loss per share                                                              

The net loss per share is computed by dividing the net loss for 
the period by the weighted average number of common shares                      
outstanding for the period.                                                     

Estimates                                                                       

The preparation of the Company's financial statements in        
conformity with generally accepted accounting principles requires the           
Company's management to make estimates and assumptions that affect              
the amounts reported in these financial statements and accompanying             
notes.  Actual results could differ from those estimates.                       

2.      STOCKHOLDERS' EQUITY                                                    

On November 27, 1996, the Company issued 710,000 shares         
of its no par value common stock to affiliates for services valued at           
their fair market value of $1,775.                                              
vi      

On November 27, 1996, the Company issued 100,000 shares         
of its no par value common stock to its President at $0.0025 per share,         
$250 in total.                                                                  

On November 29, 1996, the Company issued 100,000 shares         
of its no par value common stock to various investors for $4,000.  On           
December 2, 1996, the Company issued another 100,000 shares of its              
no par value common stock to various investors for $4,000.                      

3.      RELATED PARTY TRANSACTIONS                                              

At December 31, 1996, the Company owed $2,000 in                
consulting fees and $2500 in attorney's fees to officers who are                
shareholders of the Company.                                                    

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PART III                                                                        
Item 1.  Index to Exhibits                                                      

The Exhibits listed below are filed as part of this Registration
Statement.                                                                      

                                                                [Download Table]

                                           
Exhibit                                    
No.              Document                  

EX-3.(i)         Articles of Incorporation 
EX-3.(ii)        Bylaws                    
EX-3.(iii)       Specimen Stock Certificate
EX-27            Financial Data Schedule   

Item 2.  Description of Exhibits.                                               

SIGNATURES                                                                      

In accordance with Section 12 of the Securities Exchange Act    
of 1934, the registrant caused this registration statement to be signed         
on its behalf by the undersigned, thereunto duly authorized.                    

BOULDER CAPITAL OPPORTUNITIES III, INC.                                         

By: /S/                                                                         
Robert Soehngen, President and Director                                         
(Principal Executive Officer)                                                   

Date:  March 24, 1997                                                           

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U. S. Securities and Exchange Commission      

Washington, D.C. 20549      

Form 10-SB      

GENERAL FORM FOR REGISTRATION OF      
SECURITIES OF SMALL     
BUSINESS ISSUERS      

Under Section 12(b) or (g) of the Securities Exchange Act of 1934     

BOULDER CAPITAL OPPORTUNITIES III, INC.     
(Name of Small Business Issuer in its charter)      

Colorado                              84-1383888                                
(State or other jurisdiction of   (I.R.S. Employer ID Number)                   
incorporation or organization)                                                  

4750 Table Mesa Drive, Boulder, Colorado       80303                            
(Address of principal executive offices)       (Zip Code)                       

Issuer's telephone number:   (303) 442-1021                   

EXHIBIT INDEX     

Exhibit                                      Page Number in                     
No.              Document      Sequentially Numbered System                     

EX-3.(i)         Articles of Incorporation                                      
EX-3.(ii)        Bylaws                                                         
EX-3.(iii)       Specimen Stock Certificate                                     

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EXHIBIT 3.(i)     

ARTICLES OF INCORPORATION     

OF      

BOULDER CAPITAL OPPORTUNITIES III, INC.     

The undersigned, who, if a natural person, is eighteen years of 
age or older, hereby establishes a corporation pursuant to the Colorado         
Business Corporation Act as amended and adopts the following                    
Articles of Incorporation:                                                      

FIRST:   The name of the corporation is Boulder Capital         
Opportunities III, Inc.                                                         

SECOND:         The corporation shall have and may exercise all 
of the rights, powers and privileges now or hereafter conferred upon            
corporations organized under the laws of Colorado.  In addition, the            
corporation may do everything necessary, suitable or proper for the             
accomplishment of any of its corporate purposes.  The corporation               
may conduct part or all of its business in any part of Colorado, the            
United States or the world and may hold, purchase, mortgage, lease              
and convey real and personal property in any of such places.                    

THIRD:          The aggregate number of shares which the        
corporation shall have authority to issue is one hundred ten million            
(110,000,000) shares of which a portion shall be common stock and               
a portion shall be preferred stock, all as described below.                     

A.       Common Stock.  The aggregate number of common          
shares which the corporation shall have the authority to issue is one           
hundred million (100,000,000), which shares shall be designated                 
"Common Stock."  Subject to all the rights of the Preferred Stock as            
expressly provided herein, by law or by the Board of Directors                  
pursuant to this Article, the Common Stock of the corporation shall             
possess all such rights and privileges as are afforded to capital stock         
by applicable law in the absence of any express grant of rights or              
privileges in these Articles of Incorporation, including, but not limited       
to, the following rights and privileges:                                        

(a)    dividends may be declared and paid or set apart for  
payment on the Common Stock out of any assets or funds of       
the corporation legally available for the payment of dividends; 

(b)    the holders of Common Stock shall have unlimited     
voting rights, including the right to vote for the election of  
directors and on all other matters requiring stockholder action.
Each holder of Common Stock shall have one vote for each        
share of Common Stock standing in his name on the books of      
 the corporation and entitled to vote, except that in the election
of directors each holder of Common Stock shall have as many     
votes for each share of Common Stock held by him as there       
are directors to be elected and for whose election the holder of
Common Stock has a right to vote.  Cumulative voting shall      
not be permitted in the election of directors or otherwise.     

   (c)    on the voluntary or involuntary liquidation, dissolution
or winding up of the corporation, and after paying or           
adequately providing for the payment of all of its obligations  
and amounts payable in liquidation, dissolution or winding up,  
and subject to the rights of the holders of Preferred Stock, if 
any, the net assets of the corporation shall be distributed pro 
rata to the holders of the Common Stock.                        

B.       Preferred Stock.  The aggregate number of preferred    
shares which this corporation shall have the authority to issue is ten          
million (10,000,000) shares, each with no par value, which shares               
shall be designated "Preferred Stock."  Shares of Preferred Stock may           
be issued from time to time in one or more series as determined by              
the Board of Directors.  The Board of Directors is hereby authorized,           
by resolution or resolutions, to provide from time to time, out of the          
unissued shares of Preferred Stock not then allocated to any series of          
Preferred Stock, for a series of the Preferred Stock.  Each such series         
shall have distinctive serial designations.  Before any shares of any           
such series of Preferred Stock are issued, the Board of Directors shall         
fix and determine, and is hereby expressly empowered to fix and                 
determine, by resolution or resolutions, the voting powers, full or             
limited, or no voting powers, and the designations, preferences and             
relative, participating, optional or other special rights, and the              
qualifications, limitations and restrictions thereof as provided by             
Colorado law.  Before issuing any shares of a class or series, the              
corporation shall deliver to the secretary of state for filing articles of      
amendment to these articles of incorporation that set forth information         
required by Colorado law, including but not limited to, the                     
designations, preferences, limitations, and relative rights of the class        
or series of shares.                                                            

C.       Voting.  Unless otherwise ordered by a court of        
competent jurisdiction, at all meetings of shareholders one-third of the        
shares of a voting group entitled to vote at such meeting, represented          
in person or by proxy, shall constitute a quorum of that voting group.          

FOURTH:         The number of directors of the corporation shall
be fixed by the bylaws, or if the bylaws fail to fix such a number,             
then by resolution adopted from time to time by the board of                    
directors, provided that the number of directors shall not be more than         
five (5) nor less than one (1).  One (1) director shall constitute the          
initial board of directors.  The following person is elected to serve as        
the corporation's initial director until the first annual meeting of            
shareholders or until his successors are duly elected and qualified:            

Name                    Address                                                 

Robert Soehngen         2434 Vine Place                                         
Boulder, Colorado 80304         

   FIFTH:          The street address of the initial registered office
of the corporation is 4750 Table Mesa Drive, Boulder, Colorado                  
80303.  The name of the initial registered agent of the corporation at          
such address is Gary S. Joiner.                                                 

  SIXTH:          The address of the initial principal office of the
corporation is 4750 Table Mesa Drive, Boulder, Co 80303.                        

SEVENTH:        The following provisions are inserted for the   
management of the business and for the conduct of the affairs of the            
corporation, and the same are in furtherance of and not in limitation           
or exclusion of the powers conferred by law.                                    

(a)    Conflicting Interest Transactions.  As used in this  
paragraph, "conflicting interest transaction" means any of the                  
following:  (i) a loan or other assistance by the corporation to a              
director of the corporation or to an entity in which a director of the          
corporation is a director or officer or has a financial interest; (ii) a        
guaranty by the corporation of an obligation of a director of the               
corporation or of an obligation of an entity in which a director of the         
corporation is a director or officer or has a financial interest; or (iii)      
a contract or transaction between the corporation and a director of the         
corporation or between the corporation and an entity in which a                 
director of the corporation is a director or officer or has a financial         
interest.  No conflicting interest transaction shall be void or voidable,       
be enjoined, be set aside, or give rise to an award of damages or other         
sanctions in a proceeding by a shareholder or by or in the right of the         
corporation, solely because the conflicting interest transaction involves       
a director of the corporation or an entity in which a director of the           
corporation is a director or officer or has a financial interest, or solely     
because the director is present at or participates in the meeting of the        
corporation's board of directors or of the committee of the board of            
directors which authorized, approves or ratifies a conflicting interest         
transaction, or solely because the director's vote is counted for such          
purpose if: (A) the material facts as to the director's relationship or         
interest and as to the conflicting interest transaction are disclosed or        
are known to the board of directors or the committee, and the board             
of directors or committee in good faith authorizes, approves or ratifies        
the conflicting interest transaction by the affirmative vote of a               
majority of the disinterested directors, even though the disinterested          
directors are less than a quorum; or (B) the material facts as to the           
director's relationship or interest and as to the conflicting interest          
transaction are disclosed or are known to the shareholders entitled to          
vote thereon, and the conflicting interest transaction is specifically          
authorized, approved or ratified in good faith by a vote of the                 
shareholders; or (C) a conflicting interest transaction is fair as to the       
corporation as of the time it is authorized, approved or ratified by the        
board of directors, a committee thereof, or the shareholders.  Common           
or interested directors may be counted in determining the presence of           
a quorum at a meeting of the board of directors or of a committee               
which authorizes, approves or ratifies the conflicting interest                 
transaction.                                                                    

(b)    Loans and Guaranties for the Benefit of Directors.   
Neither the board of directors nor any committee thereof shall                  
authorize a loan by the corporation to a director of the corporation or         
to an entity in which a director of the corporation is a director or            
officer or has a financial interest, or a guaranty by the corporation of        
an obligation of a director of the corporation or of an obligation of an        
entity in which a director of the corporation is a director or officer or       
has a financial interest, until at least ten days after written notice of       
the proposed authorization of the loan or guaranty has been given to            
the shareholders who would be entitled to vote thereon if the issue of          
the loan or guaranty were submitted to a vote of the shareholders.              
The requirements of this paragraph (b) are in addition to, and not in           
substitution for, the provisions of paragraph (a) of Article SEVENTH.           

(c)    Indemnification.  The corporation shall indemnify, to
the maximum extent permitted by law, any person who is or was a                 
director, officer, agent, fiduciary or employee of the corporation              
against any claim, liability or expenses arising against or incurred by         
such person made party to a proceeding because he is or was a                   
director, officer, agent, fiduciary or employee of the corporation or           
because he was a director, officer, agent, fiduciary or employee of the         
corporation or because he is or was serving another entity as a                 
director, officer, partner, trustee, employee, fiduciary or agent at the        
corporation's request.  The corporation shall further have the authority        
to the maximum extent permitted by law to purchase and maintain                 
insurance providing such indemnification.                                       

   (d)    Limitation on Director's Liability.  No director of this
corporation shall have any personal liability for monetary damages to           
the corporation or its shareholders for breach of his fiduciary duty as         
a director, except that this provision shall not eliminate or limit the         
personal liability of a director to the corporation or its shareholders for     
monetary damages for: (i) any breach of the director's duty of loyalty          
to the corporation or its shareholders; (ii) acts or omissions not in           
good faith or which involve intentional misconduct or a knowing                 
violation of law; (iii) voting for or assenting to a distribution in            
violation of Colorado Revised Statutes Section 7-106-401 or the                 
articles of incorporation if it is established that the director did not        
perform his duties in compliance with Colorado Revised Statutes                 
Section 7-108-401, provided that the personal liability of a director in        
this circumstance shall be limited to the amount of the distribution            
which exceeds what could have been distributed without violation of             
Colorado Revised Statutes Section 7-106-401 or the articles of                  
incorporation; or (iv) any transaction from which the director directly         
or indirectly derives an improper personal benefit.  Nothing contained          
herein will be construed to deprive any director of his right to all            
defenses ordinarily available to a director nor will anything herein be         
construed to deprive any director of any right he may have for                  
contribution from any other director or other person.                           

(e)    Negation of Equitable Interests in Shares or Rights. 
Unless a person is recognized as a shareholder through procedures               
established by the corporation pursuant to Colorado Revised Statutes            
Section 7-107-204 or any similar law, the corporation shall be entitled         
to treat the registered holder of any shares of the corporation as the          
owner thereof for all purposes permitted by the Colorado Business               
Corporation Act, including without limitation all rights deriving from          
such shares, and the corporation shall not be bound to recognize any            
equitable or other claim to, or interest in, such shares or rights              
deriving from such shares on the part of any other person including             
without limitation, a purchaser, assignee or transferee of such shares,         
unless and until such other person becomes the registered holder of             
such shares or is recognized as such, whether or not the corporation            
shall have either actual or constructive notice of the claimed interest         
of such other person.  By way of example and not of limitation, until           
such other person has become the registered holder of such shares or            
is recognized pursuant to Colorado Revised Statutes Section 7-107-204           
or any similar applicable law, he shall not be entitled:  (i) to receive        
notice of the meetings of the shareholders; (ii) to vote at such                
meetings; (iii) to examine a list of the shareholders; (iv) to be paid          
dividends or other distributions payable to shareholders; or (v) to own,        
enjoy and exercise any other rights deriving from such shares against           
the corporation.  Nothing contained herein will be construed to                 
deprive any beneficial shareholder, as defined in Colorado Revised              
Statutes Section 7-113-101(1), of any right he may have pursuant to             
Article 113 of the Colorado Business Corporation Act or any                     
subsequent law.                                                                 

EIGHTH:         The name and address of the incorporator is:    

Gary S. Joiner                                
4750 Table Mesa Drive                         
Boulder, Colorado 80303                       

DATED the 27th day of November, 1996.                           

/S/                                                                             
Gary S. Joiner                                                                  
Incorporator                                                                    

Gary S. Joiner hereby consents to the appointment as the initial
registered agent for Boulder Capital Opportunities III, Inc.                    

/S/                                                                             
Gary S. Joiner                                                                  
Initial Registered Agent                                                        

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EXHIBIT 3.(ii)      

BYLAWS      

OF      

BOULDER CAPITAL OPPORTUNITIES III, INC.     

ARTICLE I     
Offices     

The principal office of the corporation shall be designated from
time to time by the corporation and may be within or outside of                 
Colorado.                                                                       

The corporation may have such other offices, either within or   
outside Colorado, as the board of directors may designate or as the             
business of the corporation may require from time to time.                      

The registered office of the corporation required by the        
Colorado Business Corporation Act to be maintained in Colorado may              
be, but need not be, identical with the principal office, and the address       
of the registered office may be changed from time to time by the                
board of directors.                                                             

ARTICLE II      
Shareholders      

Section 1.      Annual Meeting.  The annual meeting of the      
shareholders shall be held during the month of September of each year           
on a date and at a time fixed by the board of directors of the                  
corporation (or by the president in the absence of action by the board          
of directors), beginning with the year 1997, for the purpose of electing        
directors and for the transaction of such other business as may come            
before the meeting.  If the election of directors is not held on the day        
fixed as provided herein for any annual meeting of the shareholders,            
or any adjournment thereof, the board of directors shall cause the              
election to be held at a special meeting of the shareholders as soon            
thereafter as it may conveniently be held.                                      

A shareholder may apply to the district court in the county in  
Colorado where the corporation's principal office is located or, if the         
corporation has no principal office in Colorado, to the district court of       
the county in which the corporation's registered office is located to           
seek an order that a shareholder meeting be held (i) if an annual               
meeting was not held within six months after the close of the                   
corporation's most recently ended fiscal year or fifteen months after           
its last annual meeting, whichever is earlier, or (ii) if the shareholder       
participated in a proper call of or proper demand for a special meeting         
and notice of the special meeting was not given within thirty days              
after the date of the call or the date the last of the demands necessary        
to require calling of the meeting was received by the corporation               
pursuant to C.R.S. Section 7-107-102(1)(b), or the special meeting              
was not held in accordance with the notice.                                     

Section 2.      Special Meetings.  Unless otherwise prescribed  
by statute, special meetings of the shareholders may be called for any          
purpose by the president or by the board of directors.  The president           
shall call a special meeting of the shareholders if the corporation             
receives one or more written demands for the meeting, stating the               
purpose or purposes for which it is to be held, signed and dated by             
holders of shares representing at least ten percent of all the votes            
entitled to be cast on any issue proposed to be considered at the               
meeting.                                                                        

Section 3.      Place of Meeting.  The board of directors may   
designate any place, either within or outside Colorado, as the place for        
any annual meeting or any special meeting called by the board of                
directors.  A waiver of notice signed by all shareholders entitled to           
vote at a meeting may designate any place, either within or outside             
Colorado, as the place for such meeting.  If no designation is made,            
or if a special meeting is called other than by the board, the place of         
meeting shall be the principal office of the corporation.                       

Section 4.      Notice of Meeting.  Written notice stating the  
place, date, and hour of the meeting shall be given not less than ten           
nor more than sixty days before the date of the meeting, except that            
(i) if the number of authorized shares is to be increased, at least thirty      
days' notice shall be given, or (ii) any other longer notice period is          
required by the Colorado Business Corporation Act.  Notice of a                 
special meeting shall include a description of the purpose or purposes          
of the meeting.  Notice of an annual meeting need not include a                 
description of the purpose or purposes of the meeting except the                
purpose or purposes shall be stated with respect to (i) an amendment            
to the articles of incorporation of the corporation, (ii) a merger or           
share exchange in which the corporation is a party and, with respect            
to a share exchange, in which the corporation's shares will be                  
acquired, (iii) a sale, lease, exchange or other disposition, other than        
in the usual and regular course of business, of all or substantially all        
of the property of the corporation or of another entity which this              
corporation controls, in each case with or without the goodwill, (iv)           
a dissolution of the corporation, or (v) any other purpose for which a          
statement of purpose is required by the Colorado Business Corporation           
Act.  Notice shall be given personally or by mail, private carrier,             
telegraph, teletype, electronically transmitted facsimile or other form         
of wire or wireless communication by or at the direction of the                 
president, the secretary, or the officer or persons calling the meeting,        
to each shareholder of record entitled to vote at such meeting.  If             
mailed and if in a comprehensible form, such notice shall be deemed             
to be given and effective when deposited in the United States mail,             
addressed to the shareholder at his address as it appears in the                
corporation's current record of shareholders, with postage prepaid.  If         
notice is given other than by mail, and provided that such notice is in         
a comprehensible form, the notice is given and effective on the date            
received by the shareholder.                                                    

If requested by the person or persons lawfully calling such     
meeting, the corporation shall give notice thereof at corporation               
expense.  No notice need be sent to any shareholder if three successive         
notices mailed to the last known address of such shareholder have               
been returned as undeliverable until such time as another address for           
such shareholder is made known to the corporation by such                       
shareholder.  In order to be entitled to receive notice of any meeting,         
a shareholder shall advise the corporation in writing of any change in          
such shareholder's mailing address as shown on the corporation's                
books and records.                                                              

When a meeting is adjourned to another date, time or place,     
notice need not be given of the new date, time or place if the new              
date, time or place of such meeting is announced before adjournment             
at the meeting at which the adjournment is taken.  At the adjourned             
meeting the corporation may transact any business which may have                
been transacted at the original meeting.  If the adjournment is for             
more than 120 days, or if a new record date is fixed for the adjourned          
meeting, a new notice of the adjourned meeting shall be given to each           
shareholder of record entitled to vote at the meeting as of the new             
record date.                                                                    

A shareholder may waive notice of a meeting before or after     
the time and date of the meeting by a writing signed by such                    
shareholder.  Such waiver shall be delivered to the corporation for             
filing with the corporate records.  Further, by attending a meeting             
either in person or by proxy, a shareholder waives objection to lack            
of notice or defective notice of the meeting unless the shareholder             
objects at the beginning of the meeting to the holding of the meeting           
or the transaction of business at the meeting because of lack of notice         
or defective notice.  By attending the meeting, the shareholder also            
waives any objection to consideration at the meeting of a particular            
matter not within the purpose or purposes described in the meeting              
notice unless the shareholder objects to considering the matter when            
it is presented.                                                                

Section 5.      Fixing of Record Date.  For the purposes of     
determining shareholders entitled to (i) notice of or vote at any               
meeting of shareholders or any adjournment thereof, (ii) receive                
distributions or share dividends, or (ii) demand a special meeting, or          
to make a determination of shareholders for any other proper purpose,           
the board of directors may fix a future date as the record date for any         
such determination of shareholders, such date in any case to be not             
more than seventy days, and, in case of a meeting of shareholders not           
less than ten days, prior to the date on which the particular action            
requiring such determination of shareholders is to be taken.  If no             
record date is fixed by the directors, the record date shall be the date        
on which notice of the meeting is mailed to shareholders, or the date           
on which the resolution of the board of directors providing for a               
distribution is adopted, as the case may be.  When a determination of           
shareholders entitled to vote at any meeting of shareholders is made            
as provided in this Section, such determination shall apply to any              
adjournment thereof unless the board of directors fixes a new record            
date, which it must do if the meeting is adjourned to a date more than          
120 days after the date fixed for the original meeting.                         

Notwithstanding the above, the record date for determining the  
shareholders entitled to take action without a meeting or entitled to be        
given notice of action so taken shall be the date a writing upon which          
the action is taken is first received by the corporation.  The record           
date for determining shareholders entitled to demand a special meeting          
shall be the date of the earliest of any of the demands pursuant to             
which the meeting is called.                                                    

Section 6.      Voting Lists.  The secretary shall make, at the 
earlier of ten days before each meeting of shareholders or two                  
business days after notice of the meeting has been given, a complete            
list of the shareholders entitled to be given notice of such meeting or         
any adjournment thereof.  The list shall be arranged by voting groups           
and within each voting group by class or series of shares, shall be in          
alphabetical order within each class or series, and shall show the              
address of and the number of shares of each class or series held by             
each shareholder.  For the period beginning the earlier of ten days             
prior to the meeting or two business days after notice of the meeting           
is given and continuing through the meeting and any adjournment                 
thereof, this list shall be kept on file at the principal office of the         
corporation, or at a place (which shall be identified in the notice) in         
the city where the meeting will be held.  Such list shall be available          
for inspection on written demand by any shareholder (including for the          
purpose of this Section 6 any holder of voting trust certificates) or his       
agent or attorney during regular business hours and during the period           
available for inspection.  The original stock transfer books shall be           
prima facie evidence as to the shareholders entitled to examine such            
list or to vote at any meeting of shareholders.                                 

Any shareholder, his agent or attorney may copy the list during 
regular business hours and during the period it is available for                
inspection, provided (i) the shareholder has been a shareholder for at          
least three months immediately preceding the demand or holds at least           
five percent of all outstanding shares of any class of shares as of the         
date of the demand, (ii) the demand is made in good faith and for a             
purpose reasonably related to the demanding shareholder's interest as           
a shareholder, (iii) the shareholder describes with reasonable                  
particularity the purpose and the records the shareholder desires to            
inspect, (iv) the records are directly connected with the described             
purpose and (v) the shareholder pays a reasonable charge covering the           
costs of labor and material for such copies, not to exceed the                  
estimated cost of production and reproduction.                                  

Section 7.      Recognition Procedure for Beneficial Owners.    
The board of directors may adopt by resolution a procedure whereby              
a shareholder of the corporation may certify in writing to the                  
corporation that all or a portion of the shares registered in the name          
of such shareholder are held for the account of a specified person or           
persons.  The resolution may set forth (i) the types of nominees to             
which it applies, (ii) the rights or privileges that the corporation will       
recognize in a beneficial owner, which may include rights and                   
privileges other than voting; (iii) the form of certification and the           
information to be contained therein, (iv) if the certification is with          
respect to a record date, the time within which the certification must          
be received by the corporation, (v) the period for which the nominee's          
use of the procedure is effective, and (vi) such other provisions with          
respect to the procedure as the board deems necessary or desirable.             
Upon receipt by the corporation of a certificate complying with the             
procedure established by the board of directors, the persons specified          
in the certification shall be deemed, for the purpose or purposes set           
forth in the certification, to be the registered holders of the number of       
shares specified in place of the shareholder making the certification.          

Section 8.      Quorum and Manner of Acting.  One-third of      
the votes entitled to be cast on a matter by a voting group shall               
constitute a quorum of that voting group for action on the matter.  If          
less than one-third of such votes are represented at a meeting, a               
majority of the votes so represented may adjourn the meeting from               
time to time without further notice, for a period not to exceed 120             
days for any one adjournment.  If a quorum is present at such                   
adjourned meeting, any business may be transacted which might have              
been transacted at the meeting as originally noticed.  The shareholders         
present at a duly organized meeting may continue to transact business           
until adjournment, notwithstanding the withdrawal of enough                     
shareholders to leave less than a quorum, unless the meeting is                 
adjourned and a new record date is set for the adjourned meeting.               

If a quorum exists, action on a matter other than the election  
of directors by a voting group is approved if the votes cast within the         
voting group favoring the action exceed the votes cast within the               
voting group opposing the action, unless the vote of a greater number           
or voting by classes is required by law or the articles of incorporation.       

Section 9.      Proxies.  At all meetings of shareholders, a    
shareholder may vote by proxy by signing an appointment form or                 
similar writing, either personally or by his duly authorized attorney-in-       
fact.  A shareholder may also appoint a proxy by transmitting or                
authorizing the transmission of a telegram, teletype, or other electronic       
transmission providing a written statement of the appointment to the            
proxy, a proxy solicitor, proxy support service organization, or other          
person duly authorized by the proxy to receive appointments as agent            
for the proxy, or to the corporation.  The transmitted appointment              
shall set forth or be transmitted with written evidence from which it           
can be determined that the shareholder transmitted or authorized the            
transmission of the appointment.  The proxy appointment form or                 
similar writing shall be filed with the secretary of the corporation            
before or at the time of the meeting.  The appointment of a proxy is            
effective when received by the corporation and is valid for eleven              
months unless a different period is expressly provided in the                   
appointment form or similar writing.                                            

Any complete copy, including an electronically transmitted      
facsimile, of an appointment of a proxy may be substituted for or used          
in lieu of the original appointment for any purpose for which the               
original appointment could be used.                                             

Revocation of a proxy does not affect the right of the          
corporation to accept the proxy's authority unless (i) the corporation          
had notice that the appointment was coupled with an interest and                
notice that such interest is extinguished is received by the secretary or       
other officer or agent authorized to tabulate votes before the proxy            
exercises his authority under the appointment, or (ii) other notice of          
the revocation of the appointment is received by the secretary or other         
officer or agent authorized to tabulate votes before the proxy exercises        
his authority under the appointment.  Other notice of revocation may,           
in the discretion of the corporation, be deemed to include the                  
appearance at a shareholders' meeting of the shareholder who granted            
the proxy and his voting in person on any matter subject to a vote at           
such meeting.                                                                   

The death or incapacity of the shareholder appointing a proxy   
does not affect the right of the corporation to accept the proxy's              
authority unless notice of the death or incapacity is received by the           
secretary or other officer or agent authorized to tabulate votes before         
the proxy exercises his authority under the appointment.                        

The corporation shall not be required to recognize an           
appointment made irrevocable if it has received a writing revoking the          
appointment signed by the shareholder (including a shareholder who              
is a successor to the shareholder who granted the proxy) either                 
personally or by his attorney-in-fact, notwithstanding that the                 
revocation may be a breach of an obligation of the shareholder to               
another person not to revoke the appointment.                                   

Subject to Section 11 and any express limitation on the proxy's 
authority appearing on the appointment form, the corporation is                 
entitled to accept the proxy's vote or other action as that of the              
shareholder making the appointment.                                             

Section 10.     Voting of Shares.  Each outstanding share,      
regardless of class, shall be entitled to one vote, except in the election      
of directors, and each fractional share shall be entitled to a                  
corresponding fractional vote on each matter submitted to a vote at a           
meeting of shareholders, except to the extent that the voting rights of         
the shares of any class or classes are limited or denied by the articles        
of incorporation and by the resolution of the board of directors                
authorizing the issuance of the shares of any particular class, as              
permitted by the Colorado Business Corporation Act.  Cumulative                 
voting shall not be permitted in the election of directors or for any           
other purpose.  Each record holder of shares of common stock shall              
be entitled to vote in the election of directors and shall have as many         
votes for each of the shares owned by him as there are directors to be          
elected and for whose election he has the right to vote.                        

At each election of directors, that number of candidates        
equaling the number of directors to be elected, having the highest              
number of votes cast in favor of their election, shall be elected to the        
board of directors.                                                             

Except as otherwise ordered by a court of competent             
jurisdiction upon a finding that the purpose of this Section would not          
be violated in the circumstances presented to the court, the shares of          
the corporation are not entitled to be voted if they are owned, directly        
or indirectly, by a second corporation, domestic or foreign, and the            
first corporation owns, directly or indirectly, a majority of the shares        
entitled to vote for directors of the second corporation except to the          
extent the second corporation holds the shares in a fiduciary capacity.         

Redeemable shares are not entitled to be voted after notice of  
redemption is mailed to the holders and a sum sufficient to redeem the          
shares has been deposited with a bank, trust company or other                   
financial institution under an irrevocable obligation to pay the holders        
the redemption price on surrender of the shares.                                

Section 11.     Corporation's Acceptance of Votes.  If the name 
signed on a vote, consent, waiver, proxy appointment, or proxy                  
appointment revocation corresponds to the name of a shareholder, the            
corporation, if acting in good faith, is entitled to accept the vote,           
consent, waiver, proxy appointment or proxy appointment revocation              
and give it effect as the act of the shareholder.  If the name signed on        
a vote, consent, waiver, proxy appointment or proxy appointment                 
revocation does not correspond to the name of a shareholder, the                
corporation, if acting in good faith, is nevertheless entitled to accept        
the vote, consent, waiver, proxy appointment or proxy appointment               
revocation and to give it effect as the act of the shareholder if:              

(i)    the shareholder is an entity and the name signed     
purports to be that of an officer or agent of the entity;                       

   (ii)   the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if          
the corporation requests, evidence of fiduciary status acceptable to the        
corporation has been presented with respect to the vote, consent,               
waiver, proxy appointment or proxy appointment revocation;                      

(iii)  the name signed purports to be that of a receiver or 
trustee in bankruptcy of the shareholder and, if the corporation                
requests, evidence of this status acceptable to the corporation has been        
presented with respect to the vote, consent, waiver, proxy appointment          
or proxy appointment revocation;                                                

(iv)   the name signed purports to be that of a pledgee,    
beneficial owner or attorney-in-fact of the shareholder and, if the             
corporation requests, evidence acceptable to the corporation of the             
signatory's authority to sign for the shareholder has been presented            
with respect to the vote, consent, waiver, proxy appointment or proxy           
appointment revocation;                                                         

(v)    two or more persons are the shareholder as co-tenants
or fiduciaries and the name signed purports to be the name of at least          
one of the co-tenants or fiduciaries, and the person signing appears to         
be acting on behalf of all the co-tenants or fiduciaries; or                    

(vi)   the acceptance of the vote, consent, waiver, proxy   
appointment or proxy appointment revocation is otherwise proper                 
under rules established by the corporation that are not inconsistent            
with this Section 11.                                                           

The corporation is entitled to reject a vote, consent, waiver,  
proxy appointment or proxy appointment revocation if the secretary              
or other officer or agent authorized to tabulate votes, acting in good          
faith, has reasonable basis for doubt about the validity of the signature       
on it or about the signatory's authority to sign for the shareholder.           

Neither the corporation nor its officers nor any agent who      
accepts or rejects a vote, consent, waiver, proxy appointment or proxy          
appointment revocation in good faith and in accordance with the                 
standards of this Section is liable in damages for the consequences of          
the acceptance or rejection.                                                    

Section 12.     Informal Action by Shareholders.  Any action    
required or permitted to be taken at a meeting of the shareholders may          
be taken without a meeting if a written consent (or counterparts                
thereof) that sets forth the action so taken is signed by all of the            
shareholders entitled to vote with respect to the subject matter thereof        
and received by the corporation.  Such consent shall have the same              
force and effect as a unanimous vote of the shareholders and may be             
stated as such in the document.  Action taken under this Section 12 is          
effective as of the date the last writing necessary to effect this action       
is received by the corporation, unless all of the writings specify a            
different effective date, in which case such specified date shall be the        
effective date for such action.  If any shareholder revokes his consent         
as provided for herein prior to what would otherwise be the effective           
date, the action proposed in the consent shall be invalid.  The record          
date for determining shareholders entitled to take action without a             
meeting is the date the corporation receives a writing upon which the           
action is taken.                                                                

Any shareholder who has signed a writing describing and         
consenting to action taken pursuant to this Section 12 may revoke               
such consent by a writing signed by the shareholder describing the              
action and stating that the shareholder's prior consent thereto is              
revoked, if such writing is received by the corporation before the              
effectiveness of the action.                                                    

Section 13.     Meetings by Telecommunication.  Any or all of   
the shareholders may participate in an annual or special shareholders'          
meeting by, or the meeting may be conducted through the use of, any             
means of communication by which all persons participating in the                
meeting may hear each other during the meeting.  A shareholder                  
participating in a meeting by this means is deemed to be present in             
person at the meeting.                                                          

ARTICLE III     
Board of Directors      

Section 1.      General Powers.  All corporate powers shall be  
exercised by or under the authority of, and the business and affairs of         
the corporation shall be managed under the direction of its board of            
directors, except as otherwise provided in the Colorado Business                
Corporation Act or the articles of incorporation.                               

Section 2.      Number, Qualifications and Tenure.  The         
number of directors of the corporation shall be fixed from time to              
time by the board of directors, within a range of no less than one or           
more than five.  A director shall be a natural person who is eighteen           
years of age or older.  A director need not be a resident of Colorado           
or a shareholder of the corporation.                                            

Directors shall be elected at each annual meeting of            
shareholders.  Each director shall hold office until the next annual            
meeting of shareholders following his election and thereafter until his         
successor shall have been elected and qualified.  Directors shall be            
removed in the manner provided by the Colorado Business                         
Corporation Act.                                                                

Section 3.      Vacancies.  Any director may resign at any time 
by giving written notice to the corporation.  Such resignation shall            
take effect at the time the notice is received by the corporation unless        
the notice specifies a later effective date.  Unless otherwise specified        
in the notice of resignation, the corporation's acceptance of such              
resignation shall not be necessary to make it effective.   Any vacancy          
on the board of directors may be filled by the affirmative vote of a            
majority of the shareholders or the board of directors.  If the directors       
remaining in office constitute fewer than a quorum of the board, the            
directors may fill the vacancy by the affirmative vote of a majority of         
all the directors remaining in office.  If elected by the directors, the        
director shall hold office until the next annual shareholder's meeting          
at which directors are elected.  If elected by the shareholders, the            
director shall hold office for the unexpired term of his predecessor in         
office; except that, if the director's predecessor was elected by the           
directors to fill a vacancy, the director elected by the shareholders           
shall hold office for the unexpired term of the last predecessor elected        
by the shareholders.                                                            

Section 4.      Regular Meetings.  A regular meeting of the     
board of directors shall be held without notice immediately after and           
at the same place as the annual meeting of shareholders.  The board             
of directors may provide by resolution the time and place, either               
within or outside Colorado, for the holding of additional regular               
meetings without other notice.                                                  

Section 5.      Special Meetings.  Special meetings of the board
of directors may be called by or at the request of the president or             
chief executive officer, or any director.  The person or persons                
authorized to call special meetings of the board of directors may fix           
any place, either within or outside Colorado, as the place for holding          
any special meeting of the board of directors called by them, provided          
that no meeting shall be called outside the State of Colorado unless a          
majority of the board of directors has so authorized.                           

Section 6.      Notice.  Notice of any special meeting shall be 
given at least two days prior to the meeting by written notice either           
personally delivered or mailed to each director at his business address,        
or by notice transmitted by telegraph, telex, electronically transmitted        
facsimile or other form of wire or wireless communication.  If mailed,          
such notice shall be deemed to be given and to be effective on the              
earlier of (i) three days after such notice is deposited in the United          
States mail, properly addressed, with postage prepaid, or (ii) the date         
shown on the return receipt, if mailed by registered or certified mail          
return receipt requested.  If notice is given by telex, electronically          
transmitted facsimile or other similar form of wire or wireless                 
communication, such notice shall be deemed to be given and to be                
effective when sent, and with respect to a telegram, such notice shall          
be deemed to be given and to be effective when the telegram is                  
delivered to the telegraph company.  If a director has designated in            
writing one or more reasonable addresses or facsimile numbers for               
delivery of notice to him, notice sent by mail, telegram, telex,                
electronically transmitted facsimile or other form of wire or wireless          
communication shall not be deemed to have been given or to be                   
effective unless sent to such addresses or facsimile numbers, as the            
case may be.                                                                    

A director may waive notice of a meeting before or after the    
time and date of the meeting by a writing signed by such director.              
Such waiver shall be delivered to the corporation for filing with the           
corporate records.  Further, a director's attendance at or participation        
in a meeting waives any required notice to him of the meeting unless            
at the beginning of the meeting, or promptly upon his arrival, the              
director objects to holding the meeting or transacting business at the          
meeting because of lack of notice or defective notice and does not              
thereafter vote for or assent to action taken at the meeting.  Neither          
the business to be transacted at, nor the purpose of, any regular or            
special meeting of the board of directors need be specified in the              
notice or waiver of notice of such meeting.                                     

Section 7.      Quorum.  A majority of the number of directors  
fixed by the board of directors pursuant to Section 2 or, if no number          
is fixed, a majority of the number in office immediately before the             
meeting begins, shall constitute a quorum for the transaction of                
business at any meeting of the board of directors.  If less than such           
majority is present at a meeting, a majority of the directors present           
may adjourn the meeting from time to time without further notice, for           
a period not to exceed sixty days at any one adjournment.                       

Section 8.      Manner of Acting.  The act of the majority of   
the directors present at a meeting at which a quorum is present shall           
be the act of the board of directors.  No director may vote or act by           
proxy at any meeting of directors.                                              

Section 9.      Compensation.  By resolution of the board of    
directors, any director may be paid any one or more of the following:           
his expenses, if any, of attendance at meetings, a fixed sum for                
attendance at each meeting, a stated salary as director, or such other          
compensation as the corporation and the director may reasonably agree           
upon.  No such payment shall preclude any director from serving the             
corporation in any other capacity and receiving compensation therefor.          

Section 10.     Presumption of Assent.  A director of the       
corporation who is present at a meeting of the board of directors or            
committee of the board at which  action on any corporate matter is              
taken shall be presumed to have assented to the action taken unless (i)         
the director objects at the beginning of the meeting, or promptly upon          
his arrival, to the holding of the meeting or the transaction of business       
at the meeting and does not thereafter vote for or assent to any action         
taken at the meeting, (ii) the director contemporaneously requests that         
his dissent or abstention as to any specific action taken be entered in         
the minutes of the meeting, or (iii) the director causes written notice         
of his dissent or abstention as to any specific action to be received by        
the presiding officer of the meeting before its adjournment or by the           
corporation promptly after the adjournment of the meeting.  A director          
may dissent to a specific action at a meeting, while assenting to               
others.  The right to dissent to a specific action taken at a meeting of        
the board of directors or a committee of the board shall not be                 
available to a director who voted in favor of such action.                      

Section 11.     Committees.  By resolution adopted by a         
majority of all the directors in office when the action is taken, the           
board of directors may designate from among its members an                      
executive committee and one or more other committees, and appoint               
one or more members of the board of directors to serve on them.  To             
the extent provided in the resolution, each committee shall have all the        
authority of the board of directors, except that no such committee              
shall have the authority to (i) authorize distributions, (ii) approve or        
propose to shareholders actions or proposals required by the Colorado           
Business Corporation Act to be approved by shareholders, (iii) fill             
vacancies on the board of directors or any committee thereof, (iv)              
amend articles of incorporation, (v) adopt, amend or repeal the                 
bylaws, (vi) approve a plan of merger not requiring shareholder                 
approval, (vii) authorize or approve the reacquisition of shares unless         
pursuant to a formula or method prescribed by the board of directors,           
or (viii) authorize or approve the issuance or sale of shares, or contract      
for the sale of shares or determine the designations and relative rights,       
preferences and limitations of a class or series of shares, except that         
the board of directors may authorize a committee or officer to do so            
within limits specifically prescribed by the board of directors.  The           
committee shall then have full power within the limits set by the               
board of directors to adopt any final resolution setting forth all              
preferences, limitations and relative rights of such class or series and        
to authorize an amendment of the articles of incorporation stating the          
preferences, limitations and relative rights of a class or series for filing    
with the Secretary of State under the Colorado Business Corporation             
Act.                                                                            

Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern      
meetings, notice, waiver of notice, quorum, voting requirements and             
action without a meeting of the board of directors, shall apply to              
committees and their members appointed under this Section 11.                   

Neither the designation of any such committee, the delegation   
of authority to such committee, nor any action by such committee                
pursuant to its authority shall alone constitute compliance by any              
member of the board of directors or a member of the committee in                
question with his responsibility to conform to the standards of care set        
forth in Article III, Section 14 of these bylaws.                               

Section 12.     Action Without a Meeting.  Any action required  
or permitted to be taken at a meeting of the directors or any                   
committee designated by the board of directors may be taken without             
a meeting if a written consent (or counterparts thereof) that sets forth        
the action so taken is signed by all of the directors entitled to vote          
with respect to the action taken.  Such consent shall have the same             
force and effect as a unanimous vote of the directors or committee              
members and may be stated as such in any document.  Unless the                  
consent specifies a different effective date, action taken under this           
Section 12 is effective at the time the last director signs a writing           
describing the action taken, unless, before such time, any director has         
revoked his consent by a writing signed by the director and received            
by the president or secretary of the corporation.                               

Section 13.     Telephonic Meetings.  The board of directors    
may permit any director (or any member of a committee designated                
by the board) to participate in a regular or special meeting of the             
board of directors or a committee thereof through the use of any                
means of communication by which all directors participating in the              
meeting can hear each other during the meeting.  A director                     
participating in a meeting in this manner is deemed to be present in            
person at the meeting.                                                          

Section 14.     Standard of Care.  A director shall perform his 
duties as a director, including, without limitation his duties as a             
member of any committee of the board, in good faith, in a manner he             
reasonably believes to be in the best interests of the corporation, and         
with the care an ordinarily prudent person in a like position would             
exercise under similar circumstances.  In performing his duties, a              
director shall be entitled to rely on information, opinions, reports or         
statements, including financial statements and other financial data, in         
each case prepared or presented by the persons herein designated.               
However, he shall not be considered to be acting in good faith if he            
has knowledge concerning the matter in question that would cause                
such reliance to be unwarranted.  A director shall not be liable to the         
corporation or its shareholders for any action he takes or omits to take        
as a director if, in connection with such action or omission, he                
performs his duties in compliance with this Section 14.                         

The designated persons on whom a director is entitled to rely   
are (i) one or more officers or employees of the corporation whom the           
director reasonably believes to be reliable and competent in the                
matters presented, (ii) legal counsel, public accountant, or other person       
as to matters which the director reasonably believes to be within such          
person's professional or expert competence, or (iii) a committee of the         
board of directors on which the director does not serve if the director         
reasonably believes the committee merits confidence.                            

ARTICLE IV      
Officers and Agents     

Section 1.      General.  The officers of the corporation shall 
be as determined by the board of directors from time to time, and may           
include a president, one or more vice presidents, a secretary, a                
treasurer, and such other officers, assistant officers, committees and          
agents, including a chairman of the board, assistant secretaries and            
assistant treasurers, as the board may consider necessary.  Each officer        
shall be a natural person eighteen years of age or older.  The board of         
directors or the officer or officers authorized by the board shall from         
time to time determine the procedure for the appointment of officers,           
their term of office, their authority and duties and their compensation.        
One person may hold more than one office.  In all cases where the               
duties of any officer, agent or employee are not prescribed by the              
bylaws, or by the board of directors, such officer, agent or employee           
shall follow the orders and instructions of the president of the                
corporation.                                                                    

Section 2.      Appointment and Term of Office.  The officers   
of the corporation shall be appointed by the board of directors at each         
annual meeting of the board held after each annual  meeting of the              
shareholders.  If the appointment of officers is not made at such               
meeting or if an officer or officers are to be appointed by another             
officer or officers of the corporation, such appointment shall be made          
as soon thereafter as conveniently may be.  Each officer shall hold             
office until the first of the following occurs:  his successor shall have       
been duly appointed and qualified, his death, his resignation, or his           
removal in the manner provided in Section 3.                                    

Section 3.      Resignation and Removal.  An officer may        
resign at any time by giving written notice of resignation to the               
corporation.  The resignation is effective when the notice is received          
by the corporation unless the notice specifies a later effective date.          

Any officer or agent may be removed at any time with or         
without cause by the board of directors or an officer or officers               
authorized by the board.  Such removal does not affect the contract             
rights, if any, of the corporation or of the person so removed.  The            
appointment of an officer or agent shall not in itself create contract          
rights.                                                                         

Section 4.      Vacancies.  A vacancy in any office, however    
occurring, may be filled by the board of directors, or by the officer or        
officers authorized by the board, for the unexpired portion of the              
officer's term.  If an officer resigns and his resignation is made              
effective at a later date, the board of directors, or officer or officers       
authorized by the board, may permit the officer to remain in office             
until the effective date and may fill the pending vacancy before the            
effective date if the board of directors or officer or officers authorized      
by the board provide that the successor shall not take office until the         
effective date.  In the alternative, the board of directors, or officer or      
officers authorized by the board of directors, may remove the officer           
at any time before the effective date and may fill the resulting                
vacancy.                                                                        

Section 5.      President.  Subject to the direction and        
supervision of the board of directors, and unless otherwise determined          
by the board of directors in its designation of officers from time to           
time, the president shall be the chief executive officer of the                 
corporation, and shall have general and active control of its affairs and       
business and general supervision of its officers, agents and employees.         
Unless otherwise directed by the board of directors, the president shall        
attend in person or by substitute appointed by him, or shall execute on         
behalf of the corporation written instruments appointing a proxy or             
proxies to represent the corporation, at all meetings of the stockholders       
of any other corporation in which the corporation holds any stock.  On          
behalf of the corporation, the president may in person or by substitute         
or by proxy execute written waivers of notice and consents with                 
respect to any such meetings.  At all such meetings and otherwise, the          
president, in person or by substitute or proxy, may vote the stock held         
by the corporation, execute written consents and other instruments              
with respect to such stock, and exercise any and all rights and powers          
incident to the ownership or said stock, subject to the instructions, if        
any, of the board of directors.  The president shall have custody of the        
treasurer's bond, if any.                                                       

Section 6.      Vice Presidents.  Any vice presidents designated
by the board of directors as officers of the corporation shall assist the       
president and shall perform such duties as may be assigned to them by           
the president or by the board of directors.  In the absence of the              
president, the vice president, if any (or, if more than one, the vice           
presidents in the order designated by the board of directors, or if the         
board makes no such designation, then the vice president designated             
by the president, or if neither the board nor the president makes any           
such designation, the senior vice president as determined by first              
election to that office), shall have the powers and perform the duties          
of the president.                                                               

  Section 7.      Secretary.  In the event a secretary is designated
by the board of directors as an officer of the corporation, the secretary       
shall (i) prepare and maintain as permanent records the minutes of the          
proceedings of the shareholders and the board of directors, a record of         
all actions taken by the shareholders or board of directors without a           
meeting, a record of all actions taken by a committee of the board of           
directors in place of the board of directors on behalf of the                   
corporation, and a record of all waivers of notice of meetings of               
shareholders and of the board of directors or any committee thereof,            
(ii) see that all notices are duly given in accordance with the                 
provisions of these bylaws and as required by law, (iii) serve as               
custodian of the corporate records and of the seal of the corporation           
and affix the seal to all documents when authorized by the board of             
directors, (iv) keep at the corporation's registered office or principal        
place of business a record containing the names and addresses of all            
shareholders in a form that permits preparation of a list of                    
shareholders arranged by voting group and by class or series of shares          
within each group, that is alphabetical within each class or series and         
that shows the address of, and the number of shares of each class or            
series held by each shareholder, unless such a record shall be kept at          
the office of the corporation's transfer agent or registrar, (v) maintain       
at the corporation's principal office the originals or copies of the            
corporation's articles of incorporation, bylaws, minutes of all                 
shareholders' meetings and records of all action taken by shareholders          
without a meeting for the past three years, all written communications          
within the past three years to shareholders as a group or to the holders        
of any class or series of shares as a group, a list of the name and             
business addresses of the current directors and officers, a copy of the         
corporation's most recent corporate report filed with the Secretary of          
State, and financial statements showing in reasonable detail the                
corporation's assets and liabilities and results of operations for the last     
three years, (vi) have general charge of the stock transfer books of the        
corporation, unless the corporation has a transfer agent, (vii)                 
authenticate records of the corporation, and (vii) in general, perform          
all duties incident to the office of secretary and such other duties as         
from time to time may be assigned to him by the president or by the             
board of directors.  Assistant secretaries, if any, shall have the same         
duties and powers subject to supervision by the secretary.  The                 
directors and/or shareholders may however respectively designate a              
person other than the secretary or assistant secretary to keep the              
minutes of their respective meetings.                                           

Any books, records, or minutes of the corporation may be in     
written form or in any form capable of being converted into written             
form within a reasonable time.                                                  

  Section 8.      Treasurer.  In the event a treasurer is designated
by the board of directors as an officer of the corporation, the treasurer       
shall be the principal financial officer of the corporation, shall have         
the care and custody of all funds, securities, evidences of indebtedness        
and other personal property of the corporation and shall deposit the            
same in accordance with the instructions of the board of directors.  He         
shall receive and give receipts and acquittances for money paid in on           
account of the corporation, and shall pay out of the corporation's              
funds on hand all bills, payrolls and other just debts of the corporation       
of whatever nature upon maturity.  He shall perform all other duties            
incident to the office of the treasurer and, upon request of the board,         
shall make such reports to it as may be required at any time.  He               
shall, if required by the board, give the corporation a bond in such            
sums and with such sureties as shall be satisfactory to the board,              
conditioned upon the faithful performance of his duties and for the             
restoration to the corporation of all books, papers, vouchers, money            
and other property of whatever kind in his possession or under his              
control belonging to the corporation.  He shall have such other powers          
and perform such other duties as may from time to time be prescribed            
by the board of directors or the president.  The assistant treasurers, if       
any, shall have the same powers and duties, subject to the supervision          
of the treasurer.                                                               

The treasurer shall also be the principal accounting officer of 
the corporation.  He shall prescribe and maintain the methods and               
systems of accounting to be followed, keep complete books and                   
records of account as required by the Colorado Business Corporation             
Act, prepare and file all local, state and federal tax returns, prescribe       
and maintain an adequate system of internal audit and prepare and               
furnish to the president and the board of directors statements of               
account showing the financial position of the corporation and the               
results of its operations.                                                      

ARTICLE V     
Stock     

Section 1.      Certificates.  The board of directors shall be  
authorized to issue any of its classes of shares with or without                
certificates.  The fact that the shares are not represented by certificates     
shall have no effect on the rights and obligations of shareholders.  If         
the shares are represented by certificates, such shares shall be                
represented by consecutively numbered certificates signed, either               
manually or by facsimile, in the name of the corporation by one or              
more persons designated by the board of directors.  In case any officer         
who has signed or whose facsimile signature has been placed upon                
such certificate shall have ceased to be such officer before such               
certificate is issued, such certificate may nonetheless be issued by the        
corporation with the same effect as if he were such officer at the date         
of its issue.  Certificates of stock shall be in such form  and shall           
contain such information consistent with law as shall be prescribed by          
the board of directors.  If shares are not represented by certificates,         
within a reasonable time following the issue or transfer of such shares,        
the corporation shall send the shareholder a complete written statement         
of all of the information required to be provided to holders of                 
uncertificated shares by the Colorado Business Corporation Act.                 

Section 2.      Consideration for Shares.  Certificated or      
uncertificated shares shall not be issued until the shares represented          
thereby are fully paid.  The board of directors may authorize the               
issuance of shares for consideration consisting of any tangible or              
intangible property or benefit to the corporation, including cash,              
promissory notes, services performed or other securities of the                 
corporation.  Future services shall not constitute payment or partial           
payment for shares of the corporation.  The promissory note of a                
subscriber or an affiliate of a subscriber shall not constitute payment         
or partial payment for shares of the corporation unless the note is             
negotiable and is secured by collateral, other than the shares being            
purchased, having a fair market value at least equal to the principal           
amount of the note.  For purposes of this Section 2, "promissory note"          
means a negotiable instrument on which there is an obligation to pay            
independent of collateral and does not include a non-recourse note.             

Section 3.      Lost Certificates.  In case of the alleged loss,
destruction or mutilation of a certificate of stock, the board of               
directors may direct the issuance of a new certificate in lieu thereof          
upon such terms and conditions in conformity with law as the board              
may prescribe.  The board of directors may in its discretion require an         
affidavit of lost certificate and/or a bond in such form and amount and         
with such surety as it may determine before issuing a new certificate.          

Section 4.      Transfer of Shares.  Upon surrender to the      
corporation or to a transfer agent of the corporation of a certificate of       
stock duly endorsed or accompanied by proper evidence of succession,            
assignment or authority to transfer, and receipt of such documentary            
stamps as may be required by law and evidence of compliance with                
all applicable securities laws and other restrictions, the corporation          
shall issue a new certificate to the person entitled thereto, and cancel        
the old certificate.  Every such transfer of stock shall be entered on          
the stock books of the corporation which shall be kept at its principal         
office or by the person and at the place designated by the board of             
directors.                                                                      

Except as otherwise expressly provided in Article II, Sections  
7 and 11, and except for the assertion of dissenters' rights to the             
extent provided in Article 113 of the Colorado Business Corporation             
Act, the corporation shall be entitled to treat the registered holder of        
any shares of the corporation as the owner thereof for all purposes,            
and the corporation shall not be bound to recognize any equitable or            
other claim to, or interest in, such shares or rights deriving from such        
shares on the part of any person other than the registered holder,              
including without limitation any purchaser, assignee or transferee of           
such shares or rights deriving from such shares, unless and until such          
other person becomes the registered holder of such shares, whether or           
not the corporation shall have either actual or constructive notice of          
the claimed interest of such other person.                                      

Section 5.      Transfer Agent, Registrars and Paying Agents.   
The board may at its discretion appoint one or more transfer agents,            
registrars and agents for making payment upon any class of stock,               
bond, debenture or other security of the corporation.  Such agents and          
registrars may be located either within or outside Colorado.  They              
shall have such rights and duties and shall be entitled to such                 
compensation as may be agreed.                                                  

ARTICLE VI      
Indemnification of Certain Persons      

Section 1.      Indemnification.  For purposes of Article VI, a 
"Proper Person" means any person who was or is a party or is                    
threatened to be made a party to any threatened, pending, or complete           
action, suit or proceeding, whether civil, criminal, administrative or          
investigative, and whether formal or informal, by reason of the fact            
that he is or was a director, officer, employee, fiduciary or agent of          
the corporation, or is or was serving at the request of the corporation         
as a director, officer, partner, trustee, employee, fiduciary or agent of       
any foreign or domestic profit or nonprofit corporation or of any               
partnership, joint venture, trust, profit or nonprofit unincorporated           
association, limited liability company, or other enterprise or employee         
benefit plan.  The corporation shall indemnify any Proper Person                
against reasonably incurred expenses (including any attorneys' fees),           
judgments, penalties, fines (including any excise tax assessed with             
respect to an employee benefit plan) and amounts paid in settlement             
reasonably incurred by him in connection with such action, suit or              
proceeding if it is determined by the groups set forth in Section 4 of          
this Article that he conducted himself in good faith and that he                
reasonably believed (i) in the case of conduct in his official capacity         
with the corporation, that his conduct was in the corporation's best            
interests, or (ii) in all other cases (except criminal cases), that his         
conduct was at least not opposed to the corporation's best interests, or        
(iii) in the case of any criminal proceeding, that he had no reasonable         
cause to believe his conduct was unlawful.  A Proper Person will be             
deemed to be acting in his official capacity while acting as a director,        
officer, employee or agent on behalf of this corporation and not while          
acting on this corporation's behalf for some other entity.                      

No indemnification shall be made under this Article VI to a     
Proper Person with respect to any claim, issue or matter in connection          
with a proceeding by or in the right of a corporation in which the              
Proper Person was adjudged liable to the corporation or in connection           
with any proceeding charging that the Proper Person derived an                  
improper personal benefit, whether or not involving action in an                
official capacity, in which he was adjudged liable on the basis that he         
derived an improper personal benefit.  Further, indemnification under           
this Section in connection with a proceeding brought by or in the right         
of the corporation shall be limited to reasonable expenses, including           
attorneys' fees, incurred in connection with the proceeding.                    

Section 2.      Right to Indemnification.  The corporation shall
indemnify any Proper Person who was wholly successful, on the                   
merits or otherwise, in defense of any action, suit, or proceeding as to        
which he was entitled to indemnification under Section 1 of this                
Article VI against expenses (including attorneys' fees) reasonably              
incurred by him in connection with the proceeding without the                   
necessity of any action by the corporation other than the determination         
in good faith that the defense has been wholly successful.                      

Section 3.      Effect of Termination of Action.  The           
termination of any action, suit or proceeding by judgment, order,               
settlement or conviction, or upon a plea of nolo contendere or its              
equivalent, shall not of itself create a presumption that the person            
seeking indemnification did not meet the standards of conduct                   
described in Section 1 of this Article VI.  Entry of a judgment by              
consent as part of a settlement shall not be deemed an adjudication of          
liability, as described in Section 2 of this Article VI.                        

Section 4.      Groups Authorized to Make Indemnification       
Determination.  Except where there is a right to indemnification as set         
forth in Sections 1 or 2 of this Article or where indemnification is            
ordered by a court in Section 5, any indemnification shall be made by           
the corporation only as authorized in the specific case upon a                  
determination by a proper group that indemnification of the Proper              
Person is permissible under the circumstances because he has met the            
applicable standards of conduct set forth in Section 1 of this Article.         
This determination shall be made by the board of directors by a                 
majority vote of those present at a meeting at which a quorum is                
present, which quorum shall consist of directors not parties to the             
proceeding ("Quorum").  If a Quorum cannot be obtained, the                     
determination shall be made by a majority vote of a committee of the            
board of directors designated by the board, which committee shall               
consist of two or more directors not parties to the proceeding, except          
that directors who are parties to the proceeding may participate in the         
designation of directors for the committee.  If a Quorum of the board           
of directors cannot be obtained and the committee cannot be                     
established, or even if a Quorum is obtained or the committee is                
designated and a majority of the directors constituting such Quorum             
or committee so directs, the determination shall be made by (i)                 
independent legal counsel selected by a vote of the board of directors          
or the committee in the manner specified in this Section 4, or, if a            
Quorum of the full board of directors cannot be obtained and a                  
committee cannot be established, by independent legal counsel selected          
by a majority vote of the full board (including directors who are               
parties to the action) or (ii) a vote of the shareholders.                      

Section 5.      Court-Ordered Indemnification.  Any Proper      
Person may apply for indemnification to the court conducting the                
proceeding or to another court of competent jurisdiction for mandatory          
indemnification under Section 2 of this Article, including                      
indemnification for reasonable expenses incurred to obtain court-               
ordered indemnification.  If the court determines that such Proper              
Person is fairly and reasonably entitled to indemnification in view of          
all the relevant circumstances, whether or not he met the standards of          
conduct set forth in Section 1 of this Article or was adjudged liable           
in the proceeding, the court may order such indemnification as the              
court deems proper except that if the Proper Person has been adjudged           
liable, indemnification shall be limited to reasonable expenses incurred        
in connection with the proceeding and reasonable expenses incurred              
to obtain court-ordered indemnification.                                        

Section 6.      Advance of Expenses.  Reasonable expenses       
(including attorneys' fees) incurred in defending an action, suit or            
proceeding as described in Section 1 may be paid by the corporation             
to any Proper Person in advance of the final disposition of such                
action, suit or proceeding upon receipt of (i) a written affirmation of         
such Proper Person's good faith belief that he has met the standards            
of conduct prescribed by Section 1 of this Article VI, (ii) a written           
undertaking, executed personally or on the Proper Person's behalf, to           
repay such advances if it is ultimately determined that he did not meet         
the prescribed standards of conduct (the undertaking shall be an                
unlimited general obligation of the Proper Person but need not be               
secured and may be accepted without reference to financial ability to           
make repayment), and (iii) a determination is made by the proper                
group (as described in Section 3 of this Article VI) that the facts as          
then known to the group would not preclude indemnification.                     
Determination and authorization of payments shall be made in the                
same manner specified in Section 4 of this Article VI.                          

Section 7.      Witness Expenses.  The sections of this Article 
VI do not limit the corporation's authority to pay or reimburse                 
expenses incurred by a director in connection with an appearance as             
a witness in a proceeding at a time when he has not been a named                
defendant or respondent in the proceeding.                                      

Section 8.      Report to Shareholders.  Any indemnification of 
or advance of expenses to a director in accordance with this Article            
VI, if arising out of a proceeding by or on behalf of the corporation,          
shall be reported in writing to the shareholders with or before the             
notice of the next shareholders' meeting.  If the next shareholder              
action is taken without a meeting at the instigation of the board of            
directors, such notice shall be given to the shareholders at or before          
the time the first shareholder signs a writing consenting to such action.       

ARTICLE VII     
Provision of Insurance      

 By action of the board of directors, notwithstanding any interest
of the directors in the action, the corporation may purchase and                
maintain insurance, in such scope and amounts as the board of                   
directors deems appropriate on behalf of any person who is or was a             
director, officer, employee, fiduciary or agent of the corporation, or          
who, while a director, officer, employee, fiduciary or agent of the             
corporation, is or was serving at the request of the corporation as a           
director, officer, partner, trustee, employee, fiduciary or agent of any        
other foreign or domestic corporation or of any partnership, joint              
venture, trust, profit or nonprofit unincorporated association, limited         
liability company or other enterprise or employee benefit plan, against         
any liability asserted against, or incurred by, him in that capacity            
arising out of his status as such, whether or not the corporation would         
have the power to indemnify him against such liability under the                
provisions of Article VI or applicable law.  Any such insurance may             
be procured from any insurance company designated by the board of               
directors of the corporation, whether such insurance company is                 
formed under the laws of Colorado or any other jurisdiction of the              
United States or elsewhere, including any insurance company in which            
the corporation has an equity interest or any other interest, through           
stock ownership or otherwise.                                                   

ARTICLE VIII      
Miscellaneous     

  Section 1.      Seal.  The corporate seal of the corporation shall
be circular in form and shall contain the name of the corporation and           
the words, "Seal, Colorado."                                                    

Section 2.      Fiscal Year.  The fiscal year of the corporation
shall be as established by the board of directors.                              

Section 3.      Amendments.  The board of directors shall have  
power, to the maximum extent permitted by the Colorado Business                 
Corporation Act, to make, amend and repeal the bylaws of the                    
corporation at any regular or special meeting of the board unless the           
shareholders, in making, amending or repealing a particular bylaw,              
expressly provide that the directors may not amend or repeal such               
bylaw.  The shareholders also shall have the power to make, amend               
or repeal the bylaws of the corporation at any annual meeting or at             
any special meeting called for that purpose.                                    

Section 4.      Gender.  The masculine gender is used in these  
bylaws as a matter of convenience only and shall be interpreted to              
include the feminine and neuter genders as the circumstances indicate.          

Section 5.      Conflicts.  In the event of any irreconcilable  
conflict between these bylaws and either the corporation's articles of          
incorporation or applicable law, the latter shall control.                      

Section 6.      Definitions.  Except as otherwise specifically  
provided in these bylaws, all terms used in these bylaws shall have the         
same definition as in the Colorado Business Corporation Act.                    

THE FOREGOING BYLAWS, consisting of eighteen (18)               
pages, including this page, constitute the bylaws of Boulder Capital            
Opportunities III, Inc., adopted by the board of directors of the               
corporation as of November 27, 1996.                                            

Robert Soehngen  /s/                                                            
President                                                                       

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EXHIBIT 3.(iii)     

SPECIMEN STOCK CERTIFICATE      

Contents:                                                                       

State of Incorporation                                                          
Name of Company                                                                 
Number of authorized shares of common stock                                     
Name of Individual Shareholder                                                  
Number of shares owned by individual shareholder                                

Fully paid and non-assessable shares                                            
Date of issuance of certificate                                                 
Signature of President                                                          
Restrictive transfer legend                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
		11/1/97		2					None on these Dates
Filed on:		3/24/97		12
		2/7/97		2
		1/29/97		5
		12/31/96		2		11
		12/2/96		11
		11/29/96		11
		11/27/96		2		15
		8/31/96		11
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