Stan Lee Media Inc – ‘PRES14C’ for 7/8/99

On:  Thursday, 7/8/99   ·   For:  7/8/99   ·   Accession #:  1015663-99-3   ·   File #:  0-28530

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Preliminary Proxy Information Statement — Special Meeting   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14C     Preliminary Proxy Information Statement -- Special     7±    32K 
                          Meeting                                                

Document Table of Contents

UNITED STATES             
SECURITIES AND EXCHANGE COMMISSION              
Washington, D.C.  20549             

SCHEDULE 14C INFORMATION              
Information Statement             
Pursuant to Section 14(c)             
of the Securities Exchange Act of 1934              

Check the appropriate box:                                                      

[X]    Preliminary Information Statement                                        
[  ]   Definitive Information Statement                                         

BOULDER CAPITAL OPPORTUNITIES, INC.             
(Name of Registrant as specified in its charter)              

Payment of Filing Fee (Check the Appropriate Box):                              

[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g) and 0-11              
[ ] Fee Computed on table below per Exchange Act Rules 14c-5(g)                 
and 0-11                                                                        

1) Title of each class of securities to which transaction applies:              
__________________________________________________________                      

2) Aggregate number of securities to which transaction applies:                 
_________________________________________________________                       

3) Per unit price or other underlying value of transaction computed             
pursuant to Exchange Act Rule 0-11                                      

4) Proposed maximum aggregate value of transaction:                             
_________________________________________________________                       

[ ] Check box if any part of the fee is offset as provided by Exchange          
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee        
was paid previously.  Identify the previous filing by registration              
statement number, or the Form or Schedule and the date of its filing.           

PRELIMINARY COPY                                                                

BOULDER CAPITAL OPPORTUNITIES, INC.             
192 Searidge Court              
Shell Beach, California 93449             

July 8, 1999                                                                    

Dear Shareholder:                                                               

On behalf of the Board of Directors, I cordially invite you to    
attend a Special Meeting of Shareholders of Boulder Capital                     
Opportunities, Inc. ("Boulder Capital") to be held at 9:00 a.m. local           
time on August 12, 1999, at 4750 Table Mesa Drive, Boulder,                     
Colorado 80303.                                                                 

The Special Meeting is being held for the purpose of              
considering and voting upon a proposed amendment to the Company's               
Articles of Incorporation to change the Company's name to "Stan Lee             
Media, Inc."                                                                    

We are not asking you for a proxy in conjunction with this        
Special Meeting, but you are urged to attend the meeting to assure              
that your vote is counted.                                                      

Sincerely,                                                                      

Mark A. DiSalvo                                                                 
President                                                                       

BOULDER CAPITAL OPPORTUNITIES, INC.             
192 Searidge Court              
Shell Beach, California 93449             

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS             
to be held August 12, 1999              

TO THE SHAREHOLDERS OF BOULDER CAPITAL                                          
OPPORTUNITIES, INC.:                                                            

NOTICE IS HEREBY GIVEN that a Special Meeting of the                            
Shareholders (the "Meeting") of Boulder Capital Opportunities, Inc.             
(the "Company") will be held at 4750 Table Mesa Drive, Boulder,                 
Colorado 80303, at 9:00 a.m. local time, on August 12, 1999, for the            
following purpose:                                                              

1.    To consider and vote upon a proposed amendment to           
the Company's Articles of Incorporation changing its name to "Stan              
Lee Media, Inc."                                                                

2.    To transact such other business as may properly come        
before the Meeting and at any and all adjournments, postponements or            
continuations thereof.                                                          

You are cordially invited and urged to attend the Meeting.        

By Order of the Board of Directors                                              

Mark A. DiSalvo                                                                 
Chairman of the Board                                                           

Shell Beach, California                                                         
Dated: July 8, 1999                                                             

BOULDER CAPITAL OPPORTUNITIES, INC.             
192 Searidge Court              
Shell Beach, California 93449             
_________________             

INFORMATION STATEMENT             
SPECIAL MEETING OF SHAREHOLDERS             

To be held August 12, 1999              
__________________              

GENERAL INFORMATION             

This Information Statement is furnished in connection with a      
Special Meeting of Shareholders called by the Board of Directors (the           
"Board") of Boulder Capital Opportunities, Inc. (the "Company"), to             
be held at 4750 Table Mesa Drive, Boulder, Colorado 80303, on                   
August 12, 1999, at 9:00 a.m. local time, and at any and all                    
postponements, continuations or adjournments thereof (collectively the          
"Meeting").  This Information Statement and the accompanying                    
Notice of Special Meeting will first be mailed or given to Boulder              
Capital"s shareholders on or about July 20, 1999.                               

All shares of Boulder Capital's common stock ("Common             
Stock"), represented either in person or by proxy will be eligible to be        
voted at the Meeting.                                                           

WE ARE NOT ASKING FOR A PROXY AND YOU ARE                                       
REQUESTED NOT TO SEND US A PROXY.                                               

BACKGROUND INFORMATION              

General                                                                         

Boulder Capital Opportunities, Inc. (the "Company") was           
incorporated under  the laws of the State of Colorado on April 22,              
1996.  It was incorporated as a "blind pool" or "blank check"                   
company for the purpose of seeking to acquire one or more properties            
or businesses. The Company elected voluntarily to file a registration           
statement in order to become a reporting company under the                      
Securities Exchange Act of 1934, as amended (the "34 Act").                     

Reorganization Agreement                                                        

On or about June 25, 1999, the Company and certain of its         
shareholders, including its principal shareholders, entered into a              
Reorganization and Stock Purchase Agreement (the "Reorganization                
Agreement") with Stan Lee Media, Inc., a Delaware corporation                   
("SLMI") and Robert Bryan  ("RGB"), pursuant to which (i) the                   
Company shall complete a 2.5:1 forward split of its currently issued            
and outstanding common stock, thereby increasing the number of                  
issued and outstanding shares of common stock from 1,010,000 to                 
2,525,000; (ii) the Company shall issue 8,500,000 shares of its                 
common stock in exchange for all of the issued and outstanding                  
common stock of SLMI; (iii) certain designated persons shall purchase           
1,713,450 shares of the Company's common stock from current                     
holders thereof; (iv) Zacco Equities, Ltd. shall purchase 150,000               
shares of the Company's common stock from current holders thereof;              
and (v) RGB and/or assigns shall purchase 165,375 shares of the                 
Company's common stock from current holders thereof.                            

Following completion of the transactions contemplated by the      
Reorganization Agreement and the Stock Purchase Agreement, SLMI                 
will be a wholly-owned subsidiary of the Company and will have a                
total of 11,025,000 shares of common stock issued and outstanding.              
Current shareholders of the Company will own 496,175 shares, or                 
approximately 4.5% of the issued and outstanding common stock, and              
there will be a change in control of the Company.  The current                  
shareholders of SLMI and/or their assigns will own 8,500,000 shares,            
or approximately 77.1% of the issued and outstanding common stock               
of the Company, and accordingly will be in a position of control.  In           
addition, non-affiliated persons of the Company and SLMI who are                
Purchasers under the Stock Purchase Agreement will own a total of               
1,713,415 shares, or approximately 16.9% of the issued and                      
outstanding common stock of the Company.                                        

Following completion of the transaction contemplated by the       
Reorganization Agreement, SLMI will continue to conduct its existing            
business activities as a wholly-owned subsidiary of the Company.                
These activities include deploying the global brand, intellectual               
property development capabilities and goodwill of comic book                    
publisher Stan Lee to the Internet, as well as other new media and              
traditional media platforms. SLMI intends to engage in e-commerce               
through product and merchandise sales, on-line publishing, gaming,              
distance learning, financial services, sponsorships, co-branding,               
advertising, product placement and endorsements.                                

The Name Change                                                                 

One of the Company's obligations under the Reorganization         
Agreement involves changing the Company's name to "Stan Lee                     
Media, Inc."  In order to do this, the Company must obtain the                  
affirmative vote of its shareholders.  This is the purpose of the Special       
Shareholders' Meeting described in this 14C Information Statement.              

The parties to the Reorganization Agreement have not closed       
the contemplated transactions.  The name change is contingent upon              
successful closing under the Reorganization Agreement.                          

Record Date                                                                     

Shareholders of record at the close of business on June 30, 1999 (the           
"Record Date"), are entitled to notice of the meeting and to vote at            
the meeting.  As of the Record Date, 1,010,000 shares of the                    
Company's Common Stock (the "Common Stock") were issued and                     
outstanding and entitled to vote at the Special Meeting.  No shares of          
Preferred Stock were issued and outstanding as of the Record Date.              

Voting                                                                          

Each shareholder of record is entitled to one vote for each share of            
Common Stock registered in his name.  One-third of the outstanding              
common stock, represented in person or by proxy at the Meeting, will            
constitute a quorum for the transaction of all business.                        

Once a quorum is present, the proposal to amend the Company's                   
Articles of Incorporation will require the affirmative vote of a                
majority of the shares represented at the meeting.                              

As of the record date, those persons listed below (see            
"PRINCIPAL SHAREHOLDERS") owned 940,000 shares, or                              
approximately 93.06% of the Company's issued and outstanding                    
common stock. These Principal Shareholders are therefore in a                   
position to control the outcome of any shareholder vote, and they have          
advised the Company that they intend to vote, or to direct the vote of          
their shares, in favor of the proposed amendment of the Company's               
Articles of Incorporation.  Accordingly, the Company has determined             
that there is no need to solicit proxies for the Meeting.                       

DIRECTORS AND EXECUTIVE OFFICERS              

Each director and executive officer listed below serves           
currently and has held the indicated offices since the  beginning of the        
Company's last fiscal year.  No other persons have served as directors          
or officers since such time:                                                    

                                                                [Download Table]

Name                       Age          Positions Held        
                                                              

Mark A. DiSalvo            48           President and Director
Leah DiSalvo               49           Secretary             

Biographical Information                                                        

Mark DiSalvo is currently self-employed as a business             
consultant, providing consulting services relating to mergers and               
acquisitions.  Mr. DiSalvo is the President of the Company.  Mr.                
DiSalvo has also been engaged in the securities business in various             
capacities from 1984 to the present.  Mr. DiSalvo served as President,          
Chairman of the Board of Directors, Chief Executive Officer,                    
Treasurer and Secretary of SITEK, Incorporated, a publicly traded               
development stage company (formerly Dentmart Group, Ltd.) from                  
March, 1997 to July 1998.  He is the husband of Leah DiSalvo.                   

Leah DiSalvo is the Secretary of the Company.  Mrs. DiSalvo       
has worked with her husband, Mark A. DiSalvo, in the securities                 
business in various capacities from 1984 to the present.                        

PRINCIPAL SHARE OWNERSHIP             

The Record Date for purposes of determining the shareholders entitled           
to vote at the Special Meeting was June 30, 1999.  As of the Record             
Date, the Company had a total 1,010,000 shares of Common Stock                  
issued and outstanding.  The following table sets forth, as of June 30,         
1999, the number of shares of Common Stock currently owned of                   
record, directly and beneficially, by current executive officers,               
directors, persons who hold 5% or more of the outstanding Common                
Stock of the Company, and by current officers and directors as a                
group.                                                                          

                                                                [Download Table]
Name and                   Number of Shares          Percent of          
Address                    Owned Beneficially        Class Owned         
                                                                         

Mark DiSalvo               440,000<F1>               43.56%              
192 Searidge Court                                                       
Shell Beach, CA 93449                                                    

Santina Aness              100,000                   9.90%               
9554 Via Solerno                                                         
Burbank, CA 91504                                                        

Alissa DiSalvo             100,000                   9.90%               
821 Cliff Drive                                                          
Santa Barbara, CA 93109                                                  

Matthew DiSalvo            100,000                   9.90%               
192 Searidge Court                                                       
Shell Beach, CA 93449                                                    

Robert Greenspan           100,000                   9.90%               
400 Corporate Point                                                      
Suite 560                                                                
Culver City, CA 90230                                                    

Robert M. Kern             100,000                   9.90%               
23676 Blythe Street                                                      
West Hills, CA 91304                                                     

All current directors                                                    
and executive officers                                                   
(1 person)                 440,000<F1>               43.56%              

<FN>                                                                     
<F1> Includes 270,000 shares owned by California Brokerage Services,     
Inc., of which Mr. DiSalvo may be deemed to be the beneficial owner.  Mr.
DiSalvo is an officer and director of the Company.                       
</FN>                                                                    

PROPOSAL ONE              

AMENDMENT TO ARTICLES OF INCORPORATION              

The Board of Directors has unanimously approved, and              
recommends for shareholder approval, amendment of the Company's                 
Articles of Incorporation in order to change the Company's name to              
"Stan Lee Media, Inc."  Approval of the amendment will not result in            
any other amendment or change to the Company's Articles of                      
Incorporation.  The amendment is proposed in order to allow the                 
Company to fulfill its obligations under a Reorganization Agreement             
with Stan Lee Media, Inc., a Delaware corporation, and others,                  
pursuant to which Stan Lee Media, Inc. will become a wholly owned               
subsidiary of the Company.                                                      

OTHER MATTERS             

The Company knows of no other matters to be submitted to the                    
meeting.                                                                        

THE BOARD OF DIRECTORS                                                          
Shell Beach, California                                                         
July 8, 1999                                                                    

Dates Referenced Herein

This ‘PRES14C’ Filing		Date		Other Filings
		8/12/99		None on these Dates
		7/20/99
Filed on / For Period End:		7/8/99
		6/30/99
		6/25/99
		4/22/96
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