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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001010549-01-500026.txt : 20010430
<SEC-HEADER>0001010549-01-500026.hdr.sgml : 20010430
ACCESSION NUMBER:		0001010549-01-500026
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010331
FILED AS OF DATE:		20010427

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOULDER BREWING CO
		CENTRAL INDEX KEY:			0000721693
		STANDARD INDUSTRIAL CLASSIFICATION:	MALT BEVERAGES [2082]
		IRS NUMBER:				840820212
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		1612612

	BUSINESS ADDRESS:	
		STREET 1:		211 W WALL
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701
		BUSINESS PHONE:		8003514515

	MAIL ADDRESS:	
		STREET 1:		211 W WALL
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>boulder10q301.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

- --------------------------------------------------------------------------------


(Mark one)
    XX          QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES
- ----------      EXCHANGE ACT OF 1934

                      For the quarterly period ended March 31, 2001

                TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE  ACT
- ----------      OF 1934

                      For the transition period from ____________ to ___________

- --------------------------------------------------------------------------------


                         Commission File Number: 0-12536

                             Boulder Brewing Company
        (Exact name of small business issuer as specified in its charter)

          Colorado                                            84-0820212
- ----------------------------                        ----------------------------
  (State of incorporation)                            (IRS Employer ID Number)

                  211 West Wall Street, Midland, TX 70701-4556
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (800) 351-4515
                                 --------------
                           (Issuer's telephone number)


- --------------------------------------------------------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  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
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:  April 26, 2001: 118,953,529
                                           ---------------------------

Transitional Small Business Disclosure Format (check one):  YES     NO X
                                                                ---   ---

<PAGE>

                             Boulder Brewing Company

                Form 10-QSB for the Quarter ended March 31, 2001

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation          9


Part II - Other Information

  Item 1   Legal Proceedings                                                 10

  Item 2   Changes in Securities                                             10

  Item 3   Defaults Upon Senior Securities                                   10

  Item 4   Submission of Matters to a Vote of Security Holders               10

  Item 5   Other Information                                                 10

  Item 6   Exhibits and Reports on Form 8-K                                  10


Signatures                                                                   10






                                                                               2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants

Item 1 - Part 1 - Financial Statements


                           Accountant's Review Report
                           --------------------------


Board of Directors and Shareholders
Boulder Brewing Company

We have reviewed the  accompanying  balance sheets of Boulder Brewing Company (a
Colorado  corporation)  as of March  31,  2001  and  2000  and the  accompanying
statements of operations and  comprehensive  income and cash flows for the three
months ended March 31, 2001 and 2000. These financial statements are prepared in
accordance  with  the  instructions  for Form  10-QSB,  as  issued  by the U. S.
Securities  and  Exchange  Commission,  and are the sole  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression on an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.



                                                  S. W. HATFIELD, CPA
Dallas, Texas
April 26, 2001




                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                        3

<PAGE>
<TABLE>
<CAPTION>

                             Boulder Brewing Company
                                 Balance Sheets
                             March 31, 2001 and 2000

                                   (Unaudited)

                                                                 2001           2000
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                  $    10,054    $      --
                                                             -----------    -----------

Total Assets                                                 $    10,054    $      --
                                                             ===========    ===========


                      Liabilities and Shareholders' Equity
                      ------------------------------------

 Liabilities
   Accounts payable - trade                                  $      --      $   116,740
   Advances from controlling shareholder                          50,000           --
                                                             -----------    -----------

     Total liabilities                                            50,000        116,740
                                                             -----------    -----------

Commitments and contingencies

Shareholders' Equity
   Preferred stock - $0.001 par value
     30,000,000 shares authorized
     None issued and outstanding                                    --             --
   Common stock - $0.001 par value
     160,000,000 shares authorized
     118,953,529 shares issued and
     outstanding, respectively                                   118,953        118,953
   Additional paid-in capital                                  2,784,953      2,784,953
   Accumulated deficit                                        (3,020,646)    (3,020,646)
                                                             -----------    -----------

     Total shareholders' equity                                 (116,740)      (116,740)
                                                             -----------    -----------

Total Liabilities and Shareholders' Equity                   $      --      $      --
                                                             ===========    ===========

</TABLE>


The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                             Boulder Brewing Company
                Statements of Operations and Comprehensive Income
                   Three months ended March 31, 2001 and 2000

                                   (Unaudited)

                                                                Three months   Three months
                                                                    ended          ended
                                                                  March 31,      March 31,
                                                                     2001           2000
                                                                ------------   ------------
<S>                                                             <C>            <C>
Revenues                                                        $       --     $       --
                                                                ------------   ------------

Expenses
   General and administrative expenses                                  --             --
                                                                ------------   ------------

Income from Operations                                                  --             --
                                                                ------------   ------------

Other income
   Interest income                                                        54           --
                                                                ------------   ------------

Net Income before Extraordinary Item                                      54           --
                                                                ------------   ------------

Extraordinary Item
   Forgiveness of trade accounts payable at settlement                76,740           --
                                                                ------------   ------------

Net Income                                                            76,794           --

Other Comprehensive Income                                              --             --
                                                                ------------   ------------

Comprehensive Income                                            $       --     $       --
                                                                ------------   ------------

Loss per weighted-average share of common stock outstanding,
   computed on Net Loss - basic and fully diluted
      From operations                                           $       0.00   $       0.00
      Extraordinary item                                                0.00           0.00
                                                                ------------   ------------
         Total                                                  $       0.00   $       0.00
                                                                ============   ============

Weighted-average number of shares of common stock outstanding    118,953,529    118,953,529
                                                                ============   ============

</TABLE>




The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               5

<PAGE>
<TABLE>
<CAPTION>

                             Boulder Brewing Company
                            Statements of Cash Flows
                   Three months ended March 31, 2001 and 2000

                                   (Unaudited)

                                                              Three months  Three months
                                                                  ended         ended
                                                                March 31,     March 31,
                                                                  2001          2000
                                                               ----------    ----------
<S>                                                            <C>           <C>
Cash Flows from Operating Activities
   Net Income                                                  $   76,794    $     --
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Forgiveness of trade accounts payable at settlement      (76,740)         --
         Increase (Decrease) in Accounts payable - trade          (40,000)         --
                                                               ----------    ----------

Net cash used in operating activities                             (39,946)         --
                                                               ----------    ----------


Cash Flows from Investing Activities                                 --            --
                                                               ----------    ----------


Cash Flows from Financing Activities
   Proceeds from loan from shareholder                             50,000          --
                                                               ----------    ----------

Increase (Decrease) in Cash and Cash Equivalents                   10,054          --

Cash and cash equivalents at beginning of period                     --            --
                                                               ----------    ----------

Cash and cash equivalents at end of period                     $   10,054    $     --
                                                               ==========    ==========

Supplemental Disclosures of Interest and Income Taxes Paid
   Interest paid during the period                             $     --      $     --
                                                               ==========    ==========
   Income taxes paid (refunded)                                $     --      $     --
                                                               ==========    ==========

</TABLE>





The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               6

<PAGE>

                             Boulder Brewing Company

                          Notes to Financial Statements


Note A - Organization and Description of Business

Boulder Brewing Company  (Company) was incorporated  under the laws of the State
of Colorado in 1980.  The Company  was the  successor  to a general  partnership
formed in 1979.

From the initial inception of the original partnership through 1990, the Company
was in the business of operating a microbrewery  (generally defined as a brewery
which produces less than 15,000 barrels per year) in Boulder,  Colorado.  During
1990, as a result of various debt defaults, the Company's assets were foreclosed
upon and the Company ceased all business operations.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended December 31, 1990. Accordingly,  the Company is dependent upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity at this time.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2000.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2001.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note B - Summary of Significant Accounting Policies

1. Cash and cash equivalents
   -------------------------

   For Statement of Cash Flows purposes,  the Company considers all cash on hand
   and in banks, including accounts in book overdraft positions, certificates of
   deposit and other  highly-liquid  investments with maturities of three months
   or less, when purchased, to be cash and cash equivalents.


                                                                               7

<PAGE>

                             Boulder Brewing Company

                    Notes to Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

2. Income Taxes
   ------------

   The Company  uses the asset and  liability  method of  accounting  for income
   taxes. At March 31, 2001 and 2000,  respectively,  the deferred tax asset and
   deferred tax liability  accounts,  as recorded when material to the financial
   statements,  are  entirely  the result of  temporary  differences.  Temporary
   differences   represent   differences  in  the   recognition  of  assets  and
   liabilities for tax and financial reporting purposes,  primarily  accumulated
   depreciation and  amortization,  allowance for doubtful accounts and vacation
   accruals.

   As of March  31,  2001 and  2000,  the  deferred  tax  asset  related  to the
   Company's net  operating  loss  carryforward  is fully  reserved.  Due to the
   provisions of Internal  Revenue Code Section 338, the Company may have no net
   operating loss carryforwards  available to offset financial  statement or tax
   return  taxable  income in future  periods as a result of a change in control
   involving  50  percentage  points  or  more  of the  issued  and  outstanding
   securities of the Company.

3. Income (Loss) per share
   -----------------------

   Basic earnings (loss) per share is computed by dividing the net income (loss)
   by the  weighted-average  number of shares of common  stock and common  stock
   equivalents  (primarily  outstanding  options  and  warrants).  Common  stock
   equivalents  represent  the  dilutive  effect of the assumed  exercise of the
   outstanding stock options and warrants,  using the treasury stock method. The
   calculation of fully diluted  earnings  (loss) per share assumes the dilutive
   effect of the  exercise of  outstanding  options  and  warrants at either the
   beginning  of the  respective  period  presented  or the  date  of  issuance,
   whichever is later. As of March 31, 2001 and 2000, respectively,  the Company
   has no outstanding  stock warrants,  options or convertible  securities which
   could  be  considered  as  dilutive  for  purposes  of  the  loss  per  share
   calculation.


Note C - Advances from Controlling Shareholder

On January 8, 2001,  the Company's  controlling  shareholder  loaned the Company
$50,000 to support  operations,  settle  outstanding  trade accounts payable and
provide  working   capital.   The  advance  is  repayable  upon  demand  and  is
non-interest bearing.


Note D - Forgiveness of debt

In January 2001, the Company  negotiated  settlements to retire all  outstanding
trade accounts payable. The results of these negotiations resulted in a one-time
non-cash gain on settlement of approximately $76,700.



                                                                               8

<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)    Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)    Results of Operations, Liquidity and Capital Resources

Quarters Ended March 31, 2001 and 2000
- --------------------------------------

The  Company  had no revenue  for the  quarters  ended  March 31, 2001 and 2000,
respectively.

General and  administrative  expenses for the quarters  ended March 31, 2001 and
2000 were  approximately  $ -0- and $-0-,  respectively.  The  Company  received
interest  income of  approximately  $54  during  the first  quarter of 2001 as a
result of invested  working capital funds.  Additionally,  due to the negotiated
settlement of  delinquent  trade  accounts  payable,  the Company  experienced a
one-time,  non-cash gain on settlement of approximately  $76,740. Net income for
the period was approximately  $76,800.  Earnings per share for the quarter ended
March 31, 2001 was $0.00 on 118,953,529 shares issued and outstanding.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under The  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At March 31, 2001 and 2000,  respectively,  the  Company had working  capital of
$(39,946) and $ -0-.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.




                                                                               9

<PAGE>

Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       None

Item 3 - Defaults on Senior Securities

       None

Item 4 - Submission of Matters to a Vote of Security Holders

       The  Company  has held no regularly scheduled, called or special meetings
       of shareholders during the reporting period.

Item 5 - Other Information

       None

Item 6 - Exhibits and Reports on Form 8-K

       Exhibits - None
       Reports on Form 8-K - None

- --------------------------------------------------------------------------------

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                         Boulder Brewing Company

April    26   , 2001                                     /s/ Glenn A. Little.
      --------                                ----------------------------------
                                                                 Glenn A. Little
                                                          President and Director






                                                                              10




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