SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
BOULDER CAPITAL OPPORTUNITIES II LTD.
(Name of issuer)
Common Shares
(Title of class of securities)
101408 10 2
(CUSIP number)
DON A. SANDERS,
600 Travis, Suite 3100
Houston, Texas 77002
(713) 224-3100
(Name, address and telephone number of person
authorized to receive notices and communications)
December 2, 2005
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
CUSIP No. 101408 10 2 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Don A. Sanders
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
268,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 268,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 101408 10 2 13D Page 3 of 5 Pages
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock (the "Common Stock") of Boulder Capital Opportunities II Ltd., a
Colorado corporation, whose principal executive office is located at P.O. Box
12483 Chandler, Arizona 85248.
Item 2. Identity and Background
Don A. Sanders ("Sanders") is the Vice Chairman and a director of Sanders
Morris Harris Group, Inc. ("SMHG") and a director of Sanders Morris Harris Inc.,
an investment-banking firm and wholly owned subsidiary of SMHG. The address of
his principle office is 600 Travis, Suite 3100, Houston, Texas 77002. Mr.
Sanders is a citizen of the United States.
Sanders has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has
Sanders during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration
The funds used or to be used in making purchases of the Issuer's Common
Stock are personal funds of Sanders.
On December 2, 2005, Sanders acquired 250,000 shares of Common Stock of
the Issuer at a price of $0.075 per share. Sanders previously acquired 18,000
shares of Common Stock of the Issuer in September 1999.
Item 4. Purpose of Transaction
The securities of the Issuer were acquired by Sanders for his own account.
Sanders entered into these transactions for general investment purposes.
Sanders reviews continuously his equity interest in the Issuer and may or
may not seek involvement in the Issuer's affairs. Depending upon his evaluation
of the Issuer's business and prospects and upon future developments, Sanders may
from time to time purchase additional securities of the Issuer, dispose of all
or a portion of the securities held by such person, or cease buying or selling
shares. Any such additional purchases of the securities may be in open market or
privately negotiated transactions or otherwise.
Except as described in this Item 4, the Reporting Persons have no present
plans or proposals which relate or would result in: (i) the acquisition by any
person of additional
CUSIP No. 101408 10 2 13D Page 4 of 5 Pages
securities of the Issuer, or the disposition of securities of the Issuer, (ii)
an extraordinary corporate transaction such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries, (iv) any change in the present board of directors or management of
the Issuer, (v) any material change to the present capitalization or dividend
policy of the Issuer, (vi) any other material change in the Issuer's business or
corporate structure, (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association, (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (x) any actions
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock of the
Issuer beneficially owned by the persons identified in Item 2 is as follows:
Aggregate
Number Percentage
Beneficial Owner of Shares Owned of Class
Don A. Sanders 268,000 8.3%
(b) The number of shares of Common Stock as to which there is sole power
to direct the vote, shares power to vote or to direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition for each of the Reporting Persons is set forth on the cover pages,
and such information is incorporated herein by reference.
(c) Not applicable.
(d) Sanders has the right to receive or the power to direct receipt of
dividends from, or the proceeds from the sale of the 268,000 shares of Common
Stock he owns directly.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
The Reporting Person has no contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to securities of
the Company, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures.
CUSIP No. 101408 10 2 13D Page 5 of 5 Pages
Item 7. Materials to be Filed as Exhibits.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this filing is true, correct and
complete.
Dated: June 21, 2006 /s/ Don A. Sanders
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ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).