<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>boulder10qsb63001.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 June 30, 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:  July  30,  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 June 30, 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>



Item 1 - Part 1 - Financial Statements

                             Boulder Brewing Company
                                 Balance Sheets
                             June 30, 2001 and 2000

                                   (Unaudited)

                                                         2001           2000
                                                     -----------    -----------
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                          $     9,614    $      --
                                                     -----------    -----------

Total Assets                                         $     9,614    $      --
                                                     ===========    ===========


                                       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                                (2,944,292)    (3,020,646)
                                                     -----------    -----------

     Total shareholders' equity                          (40,386)      (116,740)
                                                     -----------    -----------

Total Liabilities and Shareholders' Equity           $     9,614    $      --
                                                     ===========    ===========



The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               3

<PAGE>
<TABLE>
<CAPTION>

                                              Boulder Brewing Company
                                 Statements of Operations and Comprehensive Income
                                 Six and Three months ended June 30, 2001 and 2000

                                                    (Unaudited)

                                           Six months       Six months     Three months     Three months
                                             ended            ended           ended            ended
                                            June 30,         June 30,        June 30,         June 30,
                                               2001             2000            2001             2000
                                         -------------    -------------   -------------    -------------
<S>                                      <C>              <C>             <C>              <C>
Revenues                                 $        --      $        --     $        --      $        --
                                         -------------    -------------   -------------    -------------

Expenses
   General and administrative expenses             518             --               518             --
                                         -------------    -------------   -------------    -------------

Loss from operations                              (518)            --              (518)            --

Other income
   Interest income                                 132             --                78             --
                                         -------------    -------------   -------------    -------------

Net Loss before Extraordinary Item                (386)            --              (440)            --
                                         -------------    -------------   -------------    -------------

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

Net Income (Loss)                               76,354             --              (440)            --

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

Comprehensive Income (Loss)              $      76,354    $        --     $        (440)   $        --
                                         -------------    -------------   -------------    -------------

Loss per weighted-average share
   of common stock outstanding,
   computed on Net Loss - basic
   and fully diluted                               nil             nil              nil              nil
                                         =============    =============   =============    =============

Weighted-average number of shares
   of common stock outstanding             118,953,529      118,953,529     118,953,529      118,953,529
                                         =============    =============   =============    =============
</TABLE>


The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                             Boulder Brewing Company
                            Statements of Cash Flows
                     Six months ended June 30, 2001 and 2000

                                   (Unaudited)

                                                             Six months    Six months
                                                               ended         ended
                                                              June 30,      June 30,
                                                                2001          2000
                                                             ----------    ----------
<S>                                                          <C>           <C>
Cash Flows from Operating Activities
   Net Income                                                $   76,354    $     --
   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                           (40,386)         --
                                                             ----------    ----------


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


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

Net cash provided by financing activities                        50,000          --
                                                             ----------    ----------

Increase (Decrease) in Cash and Cash Equivalents                  9,614          --

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

Cash and cash equivalents at end of period                   $    9,614    $     --
                                                             ==========    ==========

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.
The accompanying notes are an integral part of these financial statements.

                                                                               5

<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.


                                                                               6

<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 June 30, 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 June 30,  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 June 30, 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 - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.


Note D - 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 E - 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.



                                                                               7
<PAGE>

                                              Boulder Brewing Company

                                     Notes to Financial Statements - Continued


Note F - Income Taxes

The components of income tax (benefit) expense for the six months ended June 30,
2000 and 2000, respectively, are as follows:
                                                             June 30,   June 30,
                                                              2001       2000
                                                             --------   --------
   Federal:
     Current                                                 $   --       $ --
     Deferred                                                    --         --
                                                             --------   --------
                                                                 --         --
                                                             --------   --------
   State:
     Current                                                     --         --
     Deferred                                                    --         --
                                                             --------   --------
                                                                 --         --
                                                             --------   --------

     Total                                                   $   --       $ --
                                                             ========   ========

As of June 30,  2001,  as a result of a January  2001  change  in  control,  the
Company has a nominal net operating loss  carryforward  to offset future taxable
income.  Subject to current regulations,  this carryforward will begin to expire
in 2021. The amount and availability of the net operating loss carryforwards may
be subject to limitations set forth by the Internal  Revenue Code.  Factors such
as the number of shares  ultimately issued within a three year look-back period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term  tax  exempt  bond  rate;  continuity  of  historical  business;   and
subsequent  income of the  Company  all enter  into the  annual  computation  of
allowable annual utilization of the carryforwards.

The  Company's  income tax  expense  for the six months  ended June 30, 2001 and
2000, respectively, are as follows:

                                                            June 30,    June 30,
                                                             2001        2000
                                                            --------    --------
Statutory rate applied to income before income taxes        $ 25,960    $    --
Increase (decrease) in income taxes resulting from:
     State income taxes                                         --           --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward    (25,960)        --
                                                            --------    --------

       Income tax expense                                   $   --      $    --
                                                            ========    ========

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of June 30, 2001 and 2000, respectively:

                                                             June 30,   June 30,
                                                              2001       2000
                                                             --------   --------
Deferred tax assets
  Net operating loss carryforwards                           $   --     $   --
  Less valuation allowance                                       --         --
                                                             --------   --------

Net Deferred Tax Asset                                       $   --     $   --
                                                             ========   ========


                                                                               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 June 30, 2001 and 2000
-------------------------------------

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

General and  administrative  expenses for the six month  periods  ended June 30,
2001 and 2000 were  approximately  $ 500 and  $-0-,  respectively.  The  Company
received  interest income of  approximately  $130 during the first six months 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 six month  period was  approximately  $76,800.  Earnings  per
share for the quarter ended June 30, 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 June 30, 2001 and 2000,  respectively,  the  Company  had working  capital of
$(40,000) 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.   However,  the  Company  has
     circulated a proxy  statement for a Special  Meeting of  Shareholders to be
     held on August 24, 2001.

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


July    30   , 2001                                        /s/ Glenn A. Little
     --------                                            -----------------------
                                                                 Glenn A. Little
                                                          President and Director




                                                                              10





</TEXT>
</DOCUMENT>
