Stan Lee Media Inc – ‘10KSB’ for 4/30/99

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Annual Report — Small Business   —   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       22±   103K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

10KSB   —   Annual Report — Small Business
Document Table of Contents

10KSB
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U.S. SECURITIES AND EXCHANGE COMMISSION       
Washington, D.C. 20549        
Form 10-KSB       

(Mark One)                                                                      
..X... Annual report under section 13 or 15(d) of the Securities Ex-          
change Act of 1934 for the fiscal year ended April 30, 1999.                    

Commission File No:   0-28530                                                   

BOULDER CAPITAL OPPORTUNITIES, INC.       
(Name of small business in its charter)       

Colorado                                     84-1341980                         
(State or other jurisdiction                 (IRS Employer                      
of Incorporation)                            Identification No.)                

192 Searidge Court                                                              
Shell Beach, CA                                            93449                
(Address of Principal Office)                                Zip Code           

Issuer's telephone number:    (805) 773-5350                                    

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

Title of each class           Name of Exchange on which registered              

Not Applicable                        Not Applicable                            

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

Common Stock, no par value                                                      
(Title of Class)                                                                

Check whether the issuer (1) filed all reports required to be filed by          
Section 13 or 15(d) of the Securities Exchange Act during the past 12           
months (or for such shorter period that the registrant was required to          
file such reports), and (2) has been subject to such filing requirements        
for the past 90 days. Yes ..X..   No .....                                      

Check if disclosure of delinquent filers in response to Item 405 of             
Regulation S-B is not contained in this form, and no disclosure will be         
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this            
Form 10-KSB or any amendment to this Form 10-KSB.  ..X..                        

State issuer's revenue for its most recent fiscal year: $ 0.                    

State the aggregate market value of the voting stock held by nonaffili-         
ates computed by reference to the price at which the stock was sold, or         
the average bid and asked prices of such stock, as of a specified date          
within the past 60 days: $ 0.                                                   

State the number of shares outstanding of each of the issuer's classes          
of common equity, as of the latest practicable date: 1,010,000 as of            
July 12, 1999.                                                                  

(Documents incorporated by reference. If the following documents are            
incorporated by reference, briefly describe them and identify the part          
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document         
is incorporated: (1) any annual report to security holders; (2) any             
proxy or information statement; and (3) any prospectus filed pursuant           
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").         
The listed documents should be clearly described for identification             
purposes.                                                                       

Transitional Small Business Disclosure                                          
Format:                                                                         
Yes ....  No  ..X..                                                             

PART I        

ITEM 1.  DESCRIPTION OF BUSINESS.                                               

GENERAL                                                                         

The Company was incorporated under the laws of the State of     
Colorado on April 22, 1996, and as of the date of this report on Form           
10-KSB remains in the development stage.  To date the Company's                 
only activities have been organizational ones, directed at developing its       
business plan and raising its initial capital, and efforts to locate a          
suitable business acquisition candidate.  The Company has not com-              
menced 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 busi-              
ness opportunity.  The Company intends to seek opportunities demon-             
strating the potential of long-term growth as opposed to short-term             
earnings.                                                                       

As of the end of its fiscal year ending April 30, 1999, the     
Company had not identified a particular business opportunity it                 
intended to pursue.  However, subsequent to the end of its fiscal year,         
the Company identified a business acquisition candidate, and on or              
about June 25, 1999,  the Company and certain of its principal                  
shareholders entered into a Reorganization and Stock Purchase                   
Agreement with Stan Lee Media, Inc., a Delaware corporation, and                
Robert G. Bryan.                                                                

The transactions contemplated by the Reorganization and Stock   
Purchase Agreement include a 2.5:1 forward stock split, sale by certain         
principal shareholders of the Company of approximately 2,028,825                
shares (post split) to a group of purchasers designated by Stan Lee             
Media, Inc., and the issuance of 8,500,000 new shares in exchange for           
all of the issued and outstanding common stock of Stan Lee Media,               
Inc.   Closing under the Reorganization and Stock Purchase Agreement            
is currently scheduled for approximately August 12, 1999.                       

In the event the Company completes closing under the            
Reorganization and Stock Purchase Agreement, it will result in a                
change in control.  In addition, it will position the Company to                
commence business operations through its wholly-owned subsidiary,               
Stan Lee Media, Inc.  Its business activities are expected to include           
deploying the global brand, intellectual property development                   
capabilities and goodwill of comic book publisher Stan Lee to the               
Internet, as well as to other new media and traditional media                   
platforms.  Other business activities are expected to include engaging          
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 Company's search for acquisition candidates has been        
directed toward small and medium-sized enterprises which having 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.  The Company believes that Stan Lee Media, Inc., satisfies              
these criteria.                                                                 

The Company has not restricted its search for investment        
opportunities to any particular geographical area, industry or type of          
business acquisition.  In the event the proposed transaction with Stan          
Lee Media, Inc., is not consummated, the Company will resume its                
search and will again not limit or restrict itself to any particular            
geographical area, industry or type of business acquisition.                    

The current officers and directors of the Company are expected  
to resign their management positions in conjunction with completion of          
the business acquisition transaction with Stan Lee Media, Inc.                  
Following such resignations, the Company's current management will              
not have any control over the conduct of the Company's business.                

INVESTIGATION AND SELECTION OF BUSINESS                                         
OPPORTUNITIES                                                                   

The analysis of business opportunities was undertaken by or     
under the supervision of the Company's President.  In selecting Stan            
Lee Media, Inc., as its business acquisition target, the Company                
considered, among other things, the following factors:                          

        (1)  Potential for growth and profitability as a result of
the plan to deploy the global brand, intellectual property development          
capabilities and goodwill of Stan Lee Media, Inc. to the Internet;              

(2)  The Company's perception of how this business
opportunity will be received by the investment community and by the             
Company's stockholders;                                                         

   (3)  The possibility or likelihood that following the
business combination, the Company's financial condition will be, or             
will 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;                                                                 

       (4)  Capital requirements and anticipated availability of
required funds;                                                                 

      (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.                                                                 

No one of the factors described above was controlling in the    
selection of the business opportunity.                                          

In the event the proposed business acquisition transaction with 
Stan Lee Media, Inc., is not consummated, and it is necessary for the           
Company to resume its search for a suitable business acquisition                
candidate, management will attempt to analyze all factors appropriate           
to each opportunity and make a determination based upon reasonable              
investigative measures and available data.  However, 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.                    

Company management believes that various types of potential     
merger or acquisition candidates might find a business combination              
with the Company to be attractive in the event the proposed                     
transaction with Stan Lee Media, Inc. is not consummated.  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                                                             

The transaction with Stan Lee Media, Inc., is structured as a   
share exchange, in which the Company will acquire all of the issued             
and outstanding common stock of Stan Lee Media, Inc., in exchange               
for the issuance of 8,500,000 shares of the Company's authorized but            
previously unissued common stock.                                               

It is impossible to predict the manner in which the Company     
may participate in a new business opportunity in the event the                  
proposed transaction with Stan Lee Media, Inc., is not consummated.             
Specific business opportunities 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 corpora-              
tions 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 acquisition 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").          

CAUTIONARY STATEMENT FOR PURPOSES OF THE                        
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES                              
LITIGATION REFORM ACT OF 1995.  Except for historical matters,                  
the matters discussed in this Form 10-KSB are forward-looking                   
statements based on current expectations, and involve risks and                 
uncertainties.  Forward-looking statements include, but are not limited         
to, statements under the following headings:                                    

(i)    "Description of Business - General" - the general        
description of the Company's plan to seek a merger or acquisition               
candidate, and the types of business opportunities that may be pursued.         

(ii)   "Description of Business - Investigation and Selection of
Business Opportunities" - the steps which may be taken to investigate           
prospective business opportunities, and the factors which may be used           
in selecting a business opportunity.                                            

(iii)  "Description of Business - Form of Acquisition" - the    
manner in which the Company may participate in a business                       
acquisition.                                                                    

(iv)   "Management Discussion and Analysis or Plan of           
Operation" - the possibility that the Company may receive revenue               
from operations and its need for additional capital during the current          
fiscal year, and the existence of potential Year 2000 issues.                   

The Company wishes to caution the reader that there are many    
uncertainties and unknown factors which could affect its ability to             
carry out its business plan in the manner described herein.                     

ITEM 2.        DESCRIPTION OF PROPERTY.                                         

The Company does not currently maintain an office or any        
other facilities.  It does currently maintain a mailing address at 192          
Searidge Court, Shell Beach, California 93449, which is the office              
address of its President.  The Company pays no rent for the use of this         
mailing address.  In the event the Company completes the proposed               
business acquisition transaction with Stan Lee Media, Inc., it is               
anticipated that the Company will thereafter maintain offices at the            
same location as those currently maintained by Stan Lee Media, Inc.,            
in Encino, California.  The Company's current telephone number is               
(805) 773-5350.                                                                 

ITEM 3.  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% 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 4.        SUBMISSION OF MATTERS TO A VOTE OF                               
SECURITY HOLDERS.                                                               

No matters were submitted to a vote of the security holders of  
the Company during the fourth quarter of the fiscal year which ended            
April 30, 1999.                                                                 

Part II       

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED                             
STOCKHOLDER MATTERS.                                                            

Although the Company's shares have been approved for trading    
on the OTC Bulletin Board since December, 1997, under the trading               
symbol "BCOI," no actual trading of such shares occurred at any time            
during the fiscal year ended April 30, 1999.  As of April 30, 1999, the         
Company's securities were currently held of record by a total of                
approximately 333 persons.                                                      

No dividends have been declared or paid on the Company's        
securities, and it is not anticipated that any dividends will be declared       
or paid in the foreseeable future.                                              

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS                             
OR PLAN OF OPERATION.                                                           

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 proceeds in         
the amount of $8,025 from its inside capitalization funds and the               
expenditure of such funds in furtherance of the Company's business              
plan, including primarily expenditure of funds to pay legal and                 
accounting expenses.  The Company also received a total of $11,729              
in additional paid in capital as a result of payments made by                   
shareholders on its behalf.  Consequently, the Company's balance sheet          
for the fiscal year ended April 30, 1999, reflects no current assets, and       
total assets of $710 in the form of unamortized organization costs.             

Results of Operations                                                           

During the period from April 22, 1996 (inception) through       
April 30, 1999, the Company has engaged in no significant operations            
other than organizational activities, acquisition of capital, preparation       
and filing of the registration of its securities under the Securities           
Exchange Act of 1934, as amended, compliance with its periodical                
reporting requirements, and efforts to locate a suitable merger or              
acquisition candidate.  No revenues were received by the Company                
during this period.                                                             

In the event the Company does not complete the proposed         
merger transaction with Stan Lee Media, Inc, it anticipates that for the        
fiscal year ending April 30, 2000, it will incur a loss as a result of          
expenses associated with compliance with the reporting requirements             
of the Securities Exchange Act of 1934, and expenses associated with            
locating and evaluating acquisition candidates.                                 

Until the Company completes a business acquisition transaction  
it is not expected to generate revenues.  In the event the Company              
completes the proposed share exchange transaction with Stan Lee                 
Media, Inc., which is currently scheduled to close on or about August           
12, 1999, it is anticipated that the Company will generate revenues             
during the fiscal year through the operations of Stan Lee Media, Inc.,          
as its wholly owned subsidiary.  However, current management is not             
in a position to estimate or to determine the prospective level of              
revenue.   The Company may nevertheless 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 will require additional capital in order to meet    
its cash needs for the next year.  At a minimum, this will include              
sufficient capital to pay the costs associated with completing the              
proposed share exchange transaction with Stan Lee Media, Inc., and              
the costs of compliance with the continuing reporting requirements of           
the Securities Exchange Act of 1934 until it is able to complete the            
proposed share exchange transaction.                                            

No specific commitments to provide additional funds have been   
made by management or other stockholders, and the Company has no                
current plans, proposals, arrangements or understandings with respect           
to the sale or issuance of additional securities prior to the location of a     
merger or acquisition candidate.  Accordingly, there can be no                  
assurance that any additional funds will be available to the Company            
to allow it to cover its expenses.  Notwithstanding the foregoing, to the       
extent that additional funds are required, the Company anticipates              
receiving such funds in the form of advancements from current                   
shareholders without issuance of additional shares or other securities,         
or through the private placement of restricted securities rather than           
through a public offering.  The Company does not currently                      
contemplate making a Regulation S offering.                                     

In the event the Company completes the proposed share           
exchange transaction with Stan Lee Media, Inc., its needs for                   
additional capital will change.  Current management has no basis upon           
which to determine the possible capital needs of the Company                    
following completion of the contemplated share exchange transaction.            

Year 2000 issues are not currently material to the Company's    
business, operations or financial condition, and the Company does not           
currently anticipate that it will incur any material expenses to                
remediate Year 2000 issues it may encounter.  However, Year 2000                
issues may become material to the Company following its completion              
of a business combination transaction.  In that event, the Company will         
be required to adopt a plan and a budget for addressing such issues.            

ITEM 7.        FINANCIAL STATEMENTS.                                            

See following pages.                                            
BOULDER CAPITAL OPPORTUNITIES, INC.                                             
(A Development Stage Company)                                                   

FINANCIAL STATEMENTS                                                            

For the Year Ended April 30, 1999                                               
with Independent Auditor's Report                                               

10KSB
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BOULDER CAPITAL OPPORTUNITIES, INC.                                             
(A Development Stage Company)                                                   

INDEX TO FINANCIAL STATEMENTS                                                   

Report of Independent Auditor - 14                                              
Statement of Financial Position - 15                                            
Statements of Operations - 16                                                   
Statement of Stockholders' Equity - 17                                          
Statement of Cash Flows - 21                                                    
Notes to Financial Statements - 23                                              

REPORT OF INDEPENDENT AUDITOR                                                   

Board of Directors                                                              
BOULDER CAPITAL OPPORTUNITIES, INC.                                             
Shell Beach, California                                                         

I have audited the accompanying statements of financial position of             
BOULDER CAPITAL OPPORTUNITIES, INC. (a development stage                        
company) as of April 30, 1999 and 1998 and the related statements of            
operations, shareholders' equity, and cash flows for the years then             
ended.  These financial statements are the responsibility of the                
Company's management.  My responsibility is to express an opinion               
on these financial statements based on my audit.                                

I conducted my audit in accordance with generally accepted auditing             
standards.  Those standards require that I 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 made by management, as well as                   
evaluating the overall financial statement presentation.  I believe that        
my audit provides a reasonable basis for my opinion.                            

In my opinion, the financial statements referred to above present fairly,       
in all material respects, the financial position of BOULDER CAPITAL             
OPPORTUNITIES, INC. (a development stage company) as of April                   
30, 1999 and 1998 and the results of its operations, shareholders'              
equity and cash flows for the years then ended in conformity with               
generally accepted accounting principles.                                       

Gerald R. Perlstein                                                             
Los Angeles, California                                                         

May 6, 1999                                                                     
BOULDER CAPITAL OPPORTUNITIES, INC.                                             
(A Development Stage Company)                                                   

Statement of Financial Position                                                 
April 30, 1999 and 1998                                                         

                                                                [Download Table]

                                                1999                  1998
                                                                          
ASSETS                                                                    
Current Assets:                                                           
       Cash                                        0                    74
               Total Current Assets                0                    74

Other Assets:                                                             
       Organizational costs, net                 710                 1,065

               Total Assets                      710                 1,139

LIABILITIES AND SHAREHOLDERS' EQUITY                                      

Current Liabilities:                                                      
       Accounts payable                        2,297                 1,264
               Total Current Liabilities       2,297                 1,264

Shareholders' Equity                                                      
 Preferred Stock - no par value;                                          
 10,000,000 shares authorized;                                            
 No shares issued and outstanding                                         

 Common Stock - no par value;                                             
 100,000,000 shares authorized;                                           
 1,010,000 shares issued                                                  
 and outstanding                               8,025                 8,025

Additional paid-in-capital                    11,729                 7,486

Accumulated deficit during                                                
 development stage                          (21,341)              (15,636)

Total Shareholders' Equity                   (1,587)                 (125)

Total Liabilities and                                                     
 Shareholders' Equity                            710                 1,139

The Accompanying Notes are an integral part of these Financial Statements.      
BOULDER CAPITAL OPPORTUNITIES, INC.                                             
(A Development Stage Company)                                                   
Statements of Operations                                                        
For the Years Ended April 30, 1999 and 1998                                     
and the Period From April 22, 1996 (Date of Inception)                          
to April 30, 1999                                                               

                                                                [Download Table]

                                                   Since
                              1999       1998  Inception
                                                        
Revenues                      None       None       None
Cost and expenses            5,705      6,612     21,341
Net Loss                   (5,705)    (6,612)   (21,341)
Weighted average common                                 
  shares outstanding     1,010,000  1,010,000  1,010,000
Loss per share            (.006)      (.006)     (.021) 

The Accompanying Notes are an integral part of the Financial                    
Statements.                                                                     
BOULDER CAPITAL OPPORTUNITIES, INC.                                             
(A Development Stage Company)                                                   

Statement of Shareholders' Equity                                               
For the Years Ended April 30, 1999 and 1998                                     
and For the Period From April 22, 1996 (Date of Inception)                      
to April 30, 1999                                                               
(Page 1 of 2)                                                                   

                                                                [Download Table]


                                                                  Additional
                             Common Stock                         Paid-In   
                             Number                 Amount        Capital   
                                                                            

Shares issued at                                                            
 inception for services                                                     
 at $.0025 per share          710,000                 1,775                 

Shares issued for cash:                                                     
 at $.0025 per share          100,000                   250                 
 at $.03 per share            200,000                 6,000                 

Net loss for period                                                         

Balance April 30,                                                           
   1996                     1,010,000                 8,025                 

Net loss for year                                                           

Balance April 30,                                                           
   1997                     1,010,000                 8,025                 

Contributed capital                                                  7,486  

Net loss for year                                                           

Balance April 30,                                                           
   1998                     1,010,000                 8,025          7,486  

Contributed capital                                                  4,243  

Net loss for year                                                           

Balance April 30,                                                           
   1999                     1,010,000                 8,025         11,729  

The Accompanying Notes are an integral part of the Financial                    
Statements.                                                                     

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

Statement of Shareholders' Equity                                               
For the Years Ended April 30, 1999 and 1998                                     
and For the Period From April 22, 1996 (Date of Inception)                      
to April 30, 1999                                                               
(Page 2 of 2)                                                                   

                                                                [Download Table]

                                  Acc. Deficit                            
                                      During                         Total
                                 Development                 Shareholders'
                                       Stage                        Equity
                                                                          

Shares issued at                                                          
 inception for services                                                   
 at $.0025 per share                                                 1,775

Shares issued for cash:                                                   
 at $.0025 per share                                                   250
 at $.03 per share                                                   6,000

Net loss for period                  (2,501)                      (2,501) 

Balance April 30,                                                         
   1996                              (2,501)                         5,524

Net loss for year                    (6,523)                       (6,523)

Balance April 30,                                                         
   1997                              (9,024)                         (999)

Contributed capital                                                  7,486

Net loss for year                    (6,612)                       (6,612)

Balance April 30,                                                         
   1998                             (15,636)                         (125)

Contributed capital                                                  4,243

Net loss for year                    (5,705)                       (5,705)

Balance April 30,                                                         
   1999                             (21,341)                       (1,587)

The Accompanying Notes are an integral part of the Financial                    
Statements.                                                                     
BOULDER CAPITAL OPPORTUNITIES, INC.                                             
(A Development Stage Company)                                                   

Statements of Cash Flows                                                        
For the Years Ended April 30, 1999 and 1998                                     
and For the Period April 22, 1996 (Date of Inception)                           
to April 30, 1999                                                               

                                                                [Download Table]

                                                           Since
                                        1999     1998  Inception
                                                                

Cash Flows from Operating activities:                           
  Net loss                           (5,705)  (6,612)   (21,341)
  Adjustments to reconcile                                      
     net loss to net cash used                                  
     by operating activities:                                   
  Amortization                           355      355      1,065

  Increase (Decrease) in                                        
     accounts payable                  1,033  (2,329)    (2,297)

  Net cash used in operating                                    
     activities:                     (4,317)  (8,586)   (17,979)

Cash Flows from Investing Activities:                           
     None                                                       

Cash Flows from Financing Activities:                           

  Proceeds from issuance of                                     
     Common Stock                         --       --      6,250
  Proceeds from contributed                                     
     capital                           4,243    7,486     11,729

  Net cash provided by                                          
     financing activities:             4,243    7,486     17,979

  Net Increase (Decrease) in cash       (74)  (1,100)          0

  Cash beginning of year (period)       (74)    1,174          0

  Cash end of year (period)                0       74          0

The Accompanying Notes are an integral part of the Financial                    
Statements.                                                                     
BOULDER CAPITAL OPPORTUNITIES, INC.                                             
(A Development Stage Company)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   
As of April 30, 1999 and For The Period                                         
April 22, 1996 (Date of Inception) to April 30, 1999                            

1.         SUMMARY OF SIGNIFICANT ACCOUNTING                                    
POLICIES                                                                        

A.         Organization and Business:                                           

Boulder Capital Opportunities, Inc. (the "Company") was                   
incorporated in the State of Colorado on April 2, 1996.  The                    
Company is an enterprise in the development stage as defined by                 
Statement No. 7 of the Financial Accounting Standards Board,                    
and has not engaged in any significant business other than                      
organizational efforts.  The Company intends to operate as a                    
capital market access corporation and to acquire existing                       
businesses through merger or acquisition.                                       

B.         Use of Estimates:                                                    

The preparation of financial statements in conformity with                
generally accepted accounting principals requires management to                 
make estimates and assumptions that affect certain reported                     
amounts and disclosures.  Accordingly, actual results could differ              
from those estimates.                                                           

C.         Loss Per Share:                                                      

Loss per share of common stock is computed using the                      
weighted average number of common shares outstanding during                     
the periods shown.                                                              

D.         Organizational Costs:                                                

Organizational costs include costs incurred for professional              
services at the inception of the Company and these costs are                    
being amortized over a five year period using the straight-line                 
method.                                                                         

E.         Change In Control of the Company:                                    

A change in control of the Company occurred on August 19,                 
1997.  On that date the majority shareholder and other                          
shareholders sold most of their shares of common stock of the                   
Company to a group of investors who previously had held a                       
minority interest.                                                              

F.         Income Taxes:                                                        

The Company owes no federal income taxes.  Any loss carry                 
forward incurred from date of inception until the change in                     
control of the Company will be disallowed.                                      

G.         Prior Audit:                                                         

The financial statements of the Company as of April 30, 1997              
and for the period April 22, 1996 (Date of Inception) to April                  
30, 1997, were audited by other auditors whose report dated July                
10, 1997, expressed an unqualified opinion on those financial                   
statements.                                                                     

H.         Statement of Cash Flows:                                             

Supplemental disclosure of cash flow information is as                    
follows:                                                                        

On April 22, 1996, professional services valued at $1,775                 
were capitalized as organizational costs, and exchanged for                     
710,000 shares of common stock.                                                 

There has been no cash paid for interest or taxes for the                 
period ended April 30, 1996 (date of inception) to April 30,                    
1999.                                                                           

2.         SHAREHOLDERS' EQUITY                                                 

On April 22, 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.  This amount has been                        
recorded as organizational costs and is being amortized over a                  
five year period.                                                               

On April 23, 1996, the Company issued 100,000 shares of its               
no par value common stock to its President at $.0025 per share                  
or $250.                                                                        

On April 30, 1996, the Company issued 200,000 shares of its               
no par value common stock to various investors for $6,000.                      

During the year ended April 30, 1998 and 1999, the majority               
shareholder contributed working capital in the amount of $7,486                 
and $4,243, respectively.                                                       

3.         COMMITMENTS                                                          

The Company has no outstanding commitments or obligations,                
nor is it a party to any litigation.  The Company presently shares              
office space with the majority shareholder for which it pays no                 
rent.                                                                           

4.         RELATED PARTY TRANSACTIONS                                           

A shareholder is an officer of the law firm which is the                  
Company's general and securities counsel.  For the years ended                  
April 30, 1998 and 1999, and since inception, the Company has                   
incurred $7,750, $4,001, and  $16,072, respectively, for legal                  
services rendered, of which $2,297 was payable at April 30,                     
1999.                                                                           

5.         SUBSEQUENT EVENT                                                     

On or about June 25, 1999,  the Company and certain of its                
principal shareholders entered into a Reorganization and Stock                  
Purchase Agreement with Stan Lee Media, Inc., a Delaware                        
corporation, and Robert G. Bryan.  The transactions                             
contemplated by the Reorganization and Stock Purchase                           
Agreement include a 2.5:1 forward stock split, sale by certain                  
principal shareholders of the Company of approximately                          
2,028,825 shares (post split) to a group of purchasers designated               
by Stan Lee Media, Inc., and the issuance of 8,500,000 new                      
shares in exchange for all of the issued and outstanding common                 
stock of Stan Lee Media, Inc.   Closing under the                               
Reorganization and Stock Purchase Agreement is currently                        
scheduled for approximately August 12, 1999.  In the event the                  
Company completes closing under the Reorganization and Stock                    
Purchase Agreement, it will result in a change in control.                      

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH                             
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL                                         
DISCLOSURE.                                                                     

Any client-auditor relationship which existed between the                 
Company and Stark Tinter & Associates, LLC, 5299 DTC                            
Boulevard, Suite 300, Englewood, Colorado  80111, the                           
independent accountant previously engaged as the principal                      
accountant to audit the Company's financial statements, was                     
terminated effective May 1, 1998.  As of that date the Company                  
elected to engage a new independent accountant, Gerald R.                       
Perlstein, CPA, 1260 S. Beverly Glen Boulevard, Suite 106, Los                  
Angeles, California  90024, as the principal accountant to audit                
the Company's financial statements for the fiscal year ended                    
April 30, 1999.  The decision to change accountants was                         
recommended and approved by the board of directors of the                       
Company.                                                                        

There were no disagreements with Stark Tinter & Associates,               
LLC, at any time, on any matters of accounting principles or                    
practices, financial statement disclosures, or auditing scope or                
procedures.                                                                     

Part III        

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS,                                
PROMOTERS AND CONTROL PERSONS; COMPLIANCE                                       
WITH SECTION 16(A) OF THE EXCHANGE ACT.                                         

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

                                                                [Download Table]

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

Leah DiSalvo                   49               Secretary             


Biographical Information                                                        

Mark DiSalvo                                                                    

Mark DiSalvo has been the President and a Director of the                 
Company since August, 1997.  He is also currently self-                         
employed as a business consultant, providing consulting services                
relating to mergers and acquisitions.  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                                                                    

Leah DiSalvo has been the Secretary of the Company since                  
August, 1997.  Mrs. DiSalvo has worked with her husband,                        
Mark A. DiSalvo, in the securities business in various capacities               
from 1984 to the present.                                                       

The directors named above will serve until the next annual                
meeting of the Company's stockholders or until their successors                 
are duly elected or appointed.  Thereafter, directors will                      
generally be elected for one-year terms at the annual stock-                    
holders' 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 any of the                     
directors or officers 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 directors and officers will devote their time to the Com-             
pany's affairs on an "as needed" basis, which, depending on the                 
circumstances, could amount to as little as two hours per month,                
or more than forty hours per month, but more than likely will                   
fall within the range of five to ten hours per month.                           

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 Company has requested                  
that all of its officers, directors and principal shareholders                  
complete such filings as soon as reasonably possible, and it is                 
currently anticipated that all such filings will be completed on or             
before July 31, 1999.                                                           

ITEM 10.          EXECUTIVE COMPENSATION.                                       

No officer or director received any remuneration from the                 
Company during the fiscal year.  Until the Company acquires                     
additional capital, it is not intended that any officer or director             
will receive compensation from the Company other than                           
reimbursement for out-of-pocket expenses incurred on behalf of                  
the Company.  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 11.          SECURITY OWNERSHIP OF CERTAIN                                 
BENEFICIAL OWNERS AND MANAGEMENT.                                               

The following table sets forth, as of the end of the Company's            
most recent fiscal year, 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                         Number of Shares             Percent 
Address                          Owned Beneficially           of Class
                                                              Owned   
                                                                      
Mark DiSalvo                                                          
192 Searidge Court                                                    
Shell Beach, CA  93449                                                

                             370,000<F1>                    36.63%    

Santina Anness                                                        
9554 Via Solerno                                                      
Burbank, CA  91504                                                    

                                 100,000                     9.90%    

Robert Greenspan                                                      
400 Corporate Point Suite 560                                         
Culver City, CA  90230                                                

                                 100,000                     9.90%    

Alissa DiSalvo                                                        
192 Searidge Court                                                    
Shell Beach, CA  93349                                                

                                 100,000                     9.90%    

Matthew DiSalvo                                                       
192 Searidge Court                                                    
Shell Beach, CA  93449                                                

                                 100,000                     9.90%    

Robert Kern                                                           
23676 Blythe Street                                                   
West Hills, CA  91304                                                 

                                 100,000                     9.90%    

All directors and                                                     
executive officers                                                    
(2 persons)                                                           
                             370,000<F1>                    36.63%    
<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>                                                                 

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED                                     
TRANSACTIONS                                                                    

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 provi-                
sions, 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 Corporation Code, 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 7-5-114 of the Colorado                       
Corporation Code, or any transaction from which a director re-                  
ceives 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.                                    

Previous Change of Control                                                      

On August 19, 1997, Mark DiSalvo and certain other persons                
designated by Mr. DiSalvo purchased a total of 639,000 shares                   
of the Company's common stock for a total purchase price of                     
$12,000.  In a previous transaction in November 1996,                           
California Brokerage Services, Inc., a company controlled by                    
Mr. DiSalvo had purchased 270,000 shares of the Company's                       
common stock for a total purchase price of $28,000.  On or                      
about April 15, 1998, California Brokerage Services, Inc.,                      
purchased an additional 66,000 shares for a total purchase price                
of $24,750 and transferred such shares to persons designated by                 
Mr. DiSalvo.                                                                    

The various prices paid for purchase of shares by Mr.                     
DiSalvo, California Brokerage Services, Inc., and other                         
purchaser designated by them, were the result of arms length                    
negotiations.  Following completion of the transactions described               
herein, Mr. DiSalvo, California Brokerage Services, Inc., and                   
the other persons designated by them, owned a total of 975,000                  
shares, or approximately 96.53% of the Company's issued and                     
outstanding stock.  A total of 370,000 of such shares, or                       
approximately 36.63% of the issued and outstanding stock, was                   
owned directly or indirectly, by Mr. DiSalvo.                                   

Contemplated Change of Control                                                  

On or about June 25, 1999,  the Company and certain of its                
principal shareholders entered into a Reorganization and Stock                  
Purchase Agreement with Stan Lee Media, Inc., a Delaware                        
corporation, and Robert G. Bryan.  The transactions                             
contemplated by the Reorganization and Stock Purchase                           
Agreement include a 2.5:1 forward stock split, sale by certain                  
principal shareholders of the Company of approximately                          
2,028,825 shares (post split) to a group of purchasers designated               
by Stan Lee Media, Inc., and the issuance of 8,500,000 new                      
shares in exchange for all of the issued and outstanding common                 
stock of Stan Lee Media, Inc.   Closing under the                               
Reorganization and Stock Purchase Agreement is currently                        
scheduled for approximately August 12, 1999.  In the event the                  
Company completes closing under the Reorganization and Stock                    
Purchase Agreement, it will result in a change in control. The                  
Company will have a total of approximately 11,025,000 shares                    
outstanding.  Current shareholders of the Company will own                      
496,125 shares, or approximately 4.5% of the outstanding stock,                 
and the Company's current officers and directors will resign and                
appoint successors designated by Stan Lee Media, Inc.                           

Conflicts of Interest                                                           

None of the officers of the Company will devote more than a               
portion of his or her 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 the officers' 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.                  

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 principal 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 sub-               
stantially higher than that originally paid by such stockholders.               
Any payment to current stockholders in the context of an acquisi-               
tion involving the Company would be determined entirely by the                  
largely unforeseeable terms of a future agreement with an                       
unidentified business entity.                                                   

ITEM 13.          EXHIBITS AND REPORTS ON FORM 10-                              
KSB.                                                                            

a. The Exhibits listed below are filed as part of this Annual                   
Report.                                                                         

                                                                [Download Table]

Exhibit No.              Document                                  
                                                                   

3.1                      Articles of Incorporation (incorporated by
reference to Form 10-SB filed with the Securities and Exchange     
Commission on behalf of the Company on July 29, 1996).             

3.2                      Bylaws (incorporated by reference to      
Form 10-SB filed with the Securities and Exchange Commission       
on behalf of the Company on July 29, 1996).                        

4.1                      Specimen Certificate (incorporated by     
reference to Form 10-SB filed with the Securities and Exchange     
Commission on behalf of the Company on July 29, 1996).             

27                       Financial Data Schedule                   

The Company filed no reports on Form 8-K during the last                        
quarter of its fiscal year ending April 30, 1999.                               

Signatures                                                                      

In accordance with the Exchange Act, this report has been signed                
below by the following persons on behalf of the registrant and in               
the capacities and on the dates indicated.                                      

BOULDER CAPITAL OPPORTUNITIES, INC.                                             

By:/s/ ____________________________                                             
Mark DiSalvo                                              
President, CEO, and Director                              

Date: July 19, 1999                                                             
EXHIBIT 27 - FINANCIAL DATA SCHEDULE                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
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		7/31/99		3
Filed on:		7/19/99		3
		7/12/99		1
		6/25/99		1		3
		5/6/99		2
For Period End:		4/30/99		1		3
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		8/19/97		3					8-K
		7/10/97		3
		4/30/97		3					10-K,  NT 10-K
		7/29/96		3					10SB12G/A
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