Stan Lee Media Inc – ‘SC 14F1’ on 6/28/99 re: Stan Lee Media Inc

On:  Monday, 6/28/99   ·   Accession #:  1015663-99-2   ·   File #:  5-56453

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          9±    34K 


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

Information Statement                                                           
Pursuant To Section 14(f)                                                       
of the Securities Exchange Act of 1934                                          
and Rule 14f-1 Thereunder                                                       

*******                                                                         

INTRODUCTION                                                                    

This Information Statement is being mailed on or before June 25,    
1999, to holders of record on June 18, 1999, of shares of Common                
Stock ("Common Stock") of Boulder Capital Opportunities, Inc., a                
Colorado corporation (the "Company") in connection with an anticipated          
change in all members of the Company's Board of Directors.  The                 
information contained in this Information Statement regarding the               
persons designated to become directors of the Company has been                  
furnished to the Company by third parties and the Company assumes no            
responsibility for its accuracy or completeness.                                

The Company was formed as a "blind pool" or "blank check"           
company, whose business plan was to seek to acquire a business                  
opportunity through completion of a merger, exchange of stock, or other         
similar type of transaction.  The Company has now identified a business         
opportunity it wishes to acquire and is prepared to proceed with                
implementation of its business plan through completion of the proposed          
acquisition.                                                                    

This Information Statement is being delivered to provide            
information regarding anticipated changes in the membership of the              
Board of Directors of the Company as a result of completion of the              
proposed business acquisition, and is provided for information purposes         
only.  You are urged to read this Information Statement carefully.              
However, no action on your part is sought or required.                          

On 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.                                                                        

In conjunction with completion of the transactions contemplated     
by the Reorganization Agreement, the Company will seek consent from             
all shareholders to an amendment of its articles of incorporation               
changing its name to Stan Lee Media, Inc.  In addition, the current             
directors and officers of the Company will resign, the out-going directors      
will appoint successors designated by SLMI, and the new directors will          
appoint new executive officers.                                                 

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.                                                     

It is the intention of the parties to complete closing under the    
Reorganization Agreement as soon as reasonably possible, but in any             
event no later than July 14, 1999.  However, the obligations of the             
parties to consummate the transactions contemplated by the                      
Reorganization Agreement and the Stock Purchase Agreement are subject           
to the satisfaction of certain conditions.   One such condition is              
compliance with all applicable securities laws and with applicable rules        
of the Securities and Exchange Commission including, but not limited to,        
Rule 14f-1 which requires the Company to provide not less than 10 days          
prior written notice to its shareholders of the anticipated change in           
identity of the members of its Board of Directors.  There is no assurance       
that the transactions contemplated by the Reorganization Agreement will         
be completed because there is no assurance that the parties will satisfy        
all of the conditions for closing in a timely manner.                           

MANAGEMENT                                                                      

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

                                                                [Download Table]

Name                    Age         Positions Held and Tenure
                                                             
Mark A. DiSalvo         48          President and Director   


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.                        

The Company has no standing audit, nominating or compensation       
committees of the board of directors, or any committees performing              
similar functions.                                                              

The Company's board of directors has not held any formal            
meetings during the fiscal year ending April 30, 1999.                          

Compliance With Section 16(a) of the Exchange Act.                              

To the best knowledge and belief of the Company, its officers,            
directors and principal shareholders who are required to comply                 
with Section 16(a) of the Exchange Act did not file a report on                 
Form 5 within 45 days after April 30, 1999 (the end of the                      
preceding fiscal year).  However, to the best knowledge and                     
belief of the Company, all such officers, directors and principal               
shareholders will make a late filing on Form 5, Annual Statement of             
Changes in Beneficial Ownership, subsequent to the date of filing of            
this report on Form 14F by the Company.                                         

DESIGNEES OF SLMI AS COMPANY DIRECTORS                    
AND EXECUTIVE OFFICERS                    

The following table sets forth the name, age and position of each   
of the persons expected to be designated by SLMI to be appointed to the         
Company's Board of Directors and each of the persons expected to be             
appointed as an executive officer of the Company following completion           
of the transactions contemplated by the Reorganization Agreement:               

                                                                [Download Table]

Name                          Age               Position           
                                                                   
Stan Lee                      75                Chairman           

Devendra Mishra               54                President          
                                                & Director         

Gill Champion                 56                Vice President     
                                                & Director         

Andrea Freitag                27                Secretary, Director

Stephen Gordon                49                Treasurer          

Biographical Information                                                        

Stan Lee, Chairman and Chief Creative Officer                                   

Mr. Lee is the Chairman and Chief Creative Officer of SLMI. Mr. Lee             
is the Chairman Emeritus of Marvel Media and a member of the                    
Editorial Board of Marvel Comics. He co-created the well known comic            
book characters Spider-Man, The Incredible Hulk, X-Men, The Fantastic           
Four, Iron Man, Daredevil, Silver Surfer and Dr. Strange among many             
others. Mr. Lee has also written more than a dozen best-selling books           
for Simon & Schuster, Harper & Row and other major publishers. In               
1981 Mr. Lee was the creative head of Marvel's new cinematic venture,           
transforming Spider-Man and The Hulk into Saturday morning cartoons.            
When Marvel Comics and Marvel Productions were acquired by New                  
World Entertainment in 1986, Mr. Lee was involved in the creation and           
development of live-action products for both movies and television. He          
supervised animated series including The X-Men, Captain America,                
Spider Man and The Hulk. He also created a number of new animated               
concepts for network and syndication, including Mudball McBear, Super           
Goose, The Mysteries of Sally Turner, The Littlest Dinosaur, and                
Tender Hearts.                                                                  

Devendra Mishra, President and Director                                         

Mr. Mishra is the President and a Director of SLMI. He is a 20-year             
veteran of the worldwide entertainment, distribution, and multimedia            
industries and has served multiple Fortune 500 companies as a senior            
executive. From 1994-1996, Mr. Mishra was President and Chief                   
Executive Officer of Multifoods billion dollar, independently-owned,            
specialty distribution subsidiary VSA, Inc., after having served as the         
President of Worldwide New Media, Distribution Services, and New                
Ventures at Technicolor, Inc. He launched Technicolor Entertainment             
Services, a state-of-the-art, physical distribution business to supply          
movie prints to theaters in the United States. He also engineered and put       
into production an "Optical Media Manufacturing Facility." From 1986            
to 1992, Mr. Mishra held senior management positions at LIVE                    
Entertainment, a diversified supplier, wholesaler, and retailer of home         
video, music, and personal computer software, and eventually served as          
its President and Chief Operating Officer. Mr. Mishra operationally             
launched the Teenage Mutant Ninja home video and he had retail                  
management responsibility for Strawberries Records and Tapes in the             
Northeast. At the same time he was the Managing Director of VCL-                
Carolco, a leading home video company in Germany that he helped                 
acquire in 1989.                                                                

Prior to 1986, Mr. Mishra was Vice President of the $900,000,000                
worldwide manufacturing and distribution operations of RCA-Ariola               
Records. During his tenure, he integrated manufacturing and distribution        
of music of RCA and Ariola around the world, while implementing the             
revolutionary "Hits-Catalog Distribution" in the United States.                 

Gill Champion, Vice President and Director                                      

Mr. Champion is Vice President and a Director of SLMI. He has 20                
years of executive experience in global entertainment, marketing, retail,       
and licensing industries. He was Chief Financial Officer and Vice               
President of Mirage Holdings, Inc., a private company that went public          
in 1998. There he originated the concept, design, and application for           
Virtual Mart and Showroom, an apparel, home furnishings, and                    
accessories Internet site. Concurrently, Mr. Champion was the                   
production executive on the motion picture "Jinnah". Mirage Holdings            
also acquired a majority in NetSol, a Southeast Asian software                  
development company.                                                            

From 1990 to 1997, Mr. Champion was Chief Executive Officer of                  
American CinemaStores, Inc., a private company that went public in              
1994. He was elected Chairman in 1994 and opened 42 mini-stores in              
shopping malls and over a hundred kiosks in entertainment venues with           
licensed-related apparel and merchandise. Establishing the American             
Cinema Industries licensing division, he created original apparel designs,      
and marketing strategies for the official lines of Baywatch, the CBS            
cartoon Hyperman, the film Miracle on 34th Street, and the initial Forest       
Gump apparel license. On a global scale, he was responsible for both            
domestic and international sales strategies and distribution, for licensed      
entertainment products.                                                         

From 1985 to 1989, Mr. Champion was Vice President of Reel                      
Treasures, Inc., in Dallas, Texas. The company licensed technology              
pivotal in the production process of television commercials and movie           
production enabling previously-filmed foreground shots to be seen               
through the lens while constructing background shots.                           

From 1981-1984, Mr. Champion was Vice President of Gaylord                      
Broadcasting and in charge of new projects. He oversaw 15 episodes of           
Faerie Tale in association with Shelly Duval and Showtime; the feature          
film Man Woman and Child distributed by Paramount, starring Martin              
Sheen and Blyth Danner; plus a variety of feature films and television          
shows made for Spanish T.V.                                                     
At Producer Circle Co., he was Vice President of Production from 1976           
to 1981. The Company's Broadway shows included Norman Conquests,                
Sweeney Todd, On the Twentieth Century, Crimes of the Heart, and                
Chicago. Additional film credits include Boys from Brazil, The Shining          
and Fort Apache the Bronx.                                                      

Andrea Freitag, Secretary and Director                                          

Andrea L. Freitag is the Secretary and a Director of SMLI.  She has             
career experience in multimedia publishing and distribution as the              
Founder and President of TLS Multimedia, Inc. of Montreal and                   
President and Director of Global Language Solutions, a global leader in         
language acquisition products and training.  While residing in Montreal,        
Canada, Andrea utilized a post graduate legal education to enter the            
corporate sector as Founder of the Canadian licensee of 112 Interactive's       
"The Language Solution" language acquisition products and services.             
She subsequently relocated to Los Angeles, California in 1997, when she         
joined the Board of Directors of Global Language Solutions, Inc., and           
was subsequently appointed President, with the responsibility of                
coordinating all global marketing and distribution activities.  Ms. Frietag     
joined Stan Lee Entertainment Inc. in October, 1998, as corporate               
Secretary and member of the Board of Directors.                                 

Stephen Gordon, Treasurer                                                       

Mr. Gordon is the Treasurer of SLMI.  He has 27 years of experience             
in corporate management and finance.  In 1972, he co-formed Gordon              
& Associates, Inc., a market maker of precious metals, coins, bars, and         
other related materials.  He then became a consultant to American Coin          
Company, where he innovated a marketing strategy and dealer network             
to distribute the U.S. Mint's new American Eagle Gold Coin series.              

From 1988-92, he was a financial workout consultant to various small            
to medium sized companies.  In 1992, he was one of the founders of              
Gourmet Group, Ltd., a nationwide network of sales representatives who          
distributed Hershey's sports line of chocolates and Le Cordon Bleu (a           
French gift line of gourmet food products).  He later founded Trumpets          
Gourmet Teas.  Mr. Gordon attended California State University at               
Northridge.                                                                     

SECURITY OWNERSHIP OF CERTAIN CURRENT BENEFICIAL                                
OWNERS AND MANAGEMENT                                                           

As of June 25, 1999, the Company had a total of 2,525,000           
shares of Common Stock issued and outstanding (giving effect to the             
2.5:1 forward split contemplated by the Reorganization Agreement).              
The following table sets forth, as of June 25, 1999, the number of shares       
of Common Stock currently owned of record 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.  The table also reflects the number of shares which       
are expected to be owned by such persons following completion of the            
transactions contemplated by the Reorganization Agreement.                      

                                                                [Download Table]
                        Number of Shares              Percent of  
                        Owned Beneficially            Class Owned 
Name and                            After                   After 
Address                 Current     Reorg.      Current     Reorg.
                                                                  

Mark DiSalvo                                                      
192 Searidge Court                                                
Shell Beach, CA 93449   925,000     400,000     36.63%      3.63% 
                        <F1>                                      

Santina Aness           250,000          0       9.90%      0     
9554 Via Solerno                                                  
Burbank, CA 91504                                                 

Alissa DiSalvo          250,000           0      9.90%      0     
821 Cliff Drive                                                   
Santa Barbara, CA 93109                                           

Matthew DiSalvo         250,000           0      9.90%      0     
192 Searidge Court                                                
Shell Beach, CA 93449                                             

Robert Greenspan        250,000           0      9.90%      0     
400 Corporate Point                                               
Suite 560                                                         
Culver City, CA 90230                                             

Robert M. Kern          250,000     13,650       9.90%      .12%  
23676 Blythe Street                                               
West Hills, CA 91304                                              

Robert Soehngen          165,000          0     6.53%       0     
2434 Vine Place                                                   
Boulder, CO 80304                                                 

All current directors                                             
and executive officers                                            
(1 person)              925,000     400,000      36.63%     3.63  
                        <F1>                                      
<FN>                                                              
<F1> Includes 675,000 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>                                                             

SECURITY OWNERSHIP OF CERTAIN FUTURE BENEFICIAL                                 
OWNERS AND MANAGEMENT                                                           

The following table sets forth, as of the date of completion of the 
transactions contemplated by the Reorganization Agreement, the number           
of shares of Common Stock expected to be owned of record and                    
beneficially by persons who are expected to be appointed as directors           
and executive officers of the Company, by persons who are expected to           
then hold 5% or more of the outstanding Common Stock of the                     
Company and all expected future officers and directors as a group.              

                                                                [Download Table]

                              Number of Shares        Percent              
Name and Address              Owned Beneficially      of Class             
                                                                           

Stan Lee<F1>                     3,600,000                32.65%           

Andrea Freitag<F2>               2,700,000                24.49%           

Gill Champion                       50,000                  .45%           

Devendra Mishra                     50,000                  .45%           

Zacco Equities, Ltd.                                                       
P.O. Box 116                                                               
Road Town Tortola                                                          
British Virgin Islands                                                     

All directors and                                                          
executive officers as                                                      
a group (___ in number)              6,400                58.05%           
<FN>                                                                       
<F1>  Includes 3,600,000 shares held in the name of the Stan and Joan Lee  
Intervivos Trust.                                                          
<F2>  Includes 2,700,000 shares held in the name of P.F.P. Family Holdings,
L.P.                                                                       
</FN>                                                                      

EXECUTIVE COMPENSATION OF CURRENT MANAGEMENT                                    
No current officer or director has received any other                           
remuneration or compensation from the Company. See Certain                      
Relationships and Related Transactions below.                                   

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

Under the terms of the Reorganization Agreement and related         
agreements, Mark DiSalvo, who is a director, officer and principal              
shareholder of the Company, will receive compensation for his shares            
and a consulting fee from Zacco Equities, Ltd. totaling approximately           
$200,000.                                                                       

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 five percent (5%) 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.                                     
*******                                                                         

THIS INFORMATION STATEMENT IS PROVIDED TO YOU                       
FOR INFORMATION PURPOSES ONLY.  NO ACTION ON YOUR                               
PART IS SOUGHT OR REQUIRED.                                                     

June 25, 1999     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14F1’ Filing		Date		Other Filings
		7/14/99
Filed on:		6/28/99
		6/25/99
		6/18/99
		4/30/99		10KSB
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