FORM 12B-25

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                                           SEC File No.: 0-21847
                                                           CUSIP No.:101408 10 2
                           NOTIFICATION OF LATE FILING


                   [ ] Form 10-KSB [ ] Form 11-K [ ]Form 20-F
                          [X] Form 10-QSB [ ] Form N-SAR



                      For Period Ended: September 30, 2005
                                         -----------------


Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A


PART I - REGISTRANT INFORMATION


     Full Name of Registrant: BOULDER CAPITAL OPPORTUNITIES II, INC.

     Former Name if Applicable: N/A

     Address of Principal Executive Office (Street and Number): 

        P.O. Box 12483

     City, State and Zip Code:   

        Chandler, Arizona   85248


PART II - RULES 12b-25(b) and (c)


     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).

[X]  (a) The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report or semi-annual report/portion thereof will be
     filed on or before the fifteenth calendar day following the prescribed due
     date; or the subject quarterly report/portion thereof will be files on or
     before the fifth calendar day following the prescribed due date; and

[]   (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.
PART III - NARRATIVE


     State below in reasonable detail the reasons why the Form 10-QSB could not
be filed within the prescribed time period. The Company will file the Form
10-QSB by the extension date.


PART IV - OTHER INFORMATION


     (1)  Name and telephone number of person to contact in regard to this
          notification:

           Michael J. Delaney        (480)           792-6603
           -------------------      ---------     -----------------
                   Name            (Area Code)    (Telephone Number)

     (2)  Have all periodic reports required under section 13 or 15(d) of the
          Securities Exchange Act of 1934 or section 30 of the Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the registrant was required to file such report(s) been
          filed: If the answer is not, identify report(s). [X] Yes [ ] No

     (3)  It is anticipated that any significant change in results of operations
          from the corresponding period for the last fiscal year will be
          reflected by the earnings statements to be included in the subject
          report or portion thereof?

          [ ] Yes [X] No

          If so, attach an explanation of the anticipated change, both
          narratively and quantitatively, and if appropriate, state the reasons
          why a reasonable estimate of the results cannot be made.


     BOULDER CAPITAL OPPORTUNITIES II, INC. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.


Date: November 14, 2005.
                                         BOULDER CAPITAL OPPORTUNITIES II, INC.

                                         By: /s/ Michael J. Delaney
                                            ---------------------------
                                             Michael J. Delaney
                                             Principal Executive Officer