<SEC-DOCUMENT>0001010549-01-500515.txt : 20011030
<SEC-HEADER>0001010549-01-500515.hdr.sgml : 20011030
ACCESSION NUMBER:		0001010549-01-500515
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010930
FILED AS OF DATE:		20011026

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:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		1767335

	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>boulder10qsb93001.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 September 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 Acquisitions, Inc.
        (Exact name of small business issuer as specified in its charter)

          Nevada                                              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)

                             Boulder Brewing Company
                             -----------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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

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: October 19, 2001: 83,790,000
                                          ----------------------------

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

<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

              Form 10-QSB for the Quarter ended September 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        10


Part II - Other Information

  Item 1   Legal Proceedings                                                11

  Item 2   Changes in Securities                                            11

  Item 3   Defaults Upon Senior Securities                                  11

  Item 4   Submission of Matters to a Vote of Security Holders              12

  Item 5   Other Information                                                12

  Item 6   Exhibits and Reports on Form 8-K                                 12


Signatures                                                                  12






                                                                               2
<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1 - Financial Statements

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                                 Balance Sheets
                           September 30, 2001 and 2000

                                   (Unaudited)

                                                            September 30,    September 30,
                                                                 2001             2000
                                                            -------------    -------------
<S>                                                         <C>              <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                  $     1,902      $      --
                                                             -----------      -----------

Total Assets                                                 $     1,902      $      --
                                                             ===========      ===========


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

Liabilities
   Accounts payable - trade                                  $      --        $   116,740
                                                             -----------      -----------

     Total liabilities                                              --            116,740
                                                             -----------      -----------

Commitments and contingencies

Shareholders' Equity
   Common stock - $0.001 par value
     160,000,000 shares authorized
     83,790,000 and 23,790,700 shares
     issued and outstanding, respectively                         83,791           23,791
   Additional paid-in capital                                  2,880,115        2,880,115
   Accumulated deficit                                        (2,962,004)      (3,020,646)
                                                             -----------      -----------

     Total shareholders' equity                                    1,902         (116,740)
                                                             -----------      -----------

Total Liabilities and Shareholders' Equity                   $     1,902      $      --
                                                             ===========      ===========

</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.
                                                                               3
<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                Statements of Operations and Comprehensive Income
             Nine and Three months ended September 30, 2001 and 2000

                                   (Unaudited)

                                          Nine months     Nine months   Three months    Three months
                                             ended           ended          ended           ended
                                         September 30,   September 30,  September 30,   September 30,
                                              2001            2000           2001            2000
                                         ------------    ------------   ------------    ------------
<S>                                      <C>             <C>            <C>             <C>
Revenues                                 $       --      $       --     $       --      $       --
                                         ------------    ------------   ------------    ------------

Expenses
   General and administrative expenses         18,296            --           17,778            --
                                         ------------    ------------   ------------    ------------

Loss from operations                          (18,296)           --          (17,778)           --

Other income
   Interest income                                198            --               66            --
                                         ------------    ------------   ------------    ------------

Net Loss before Extraordinary Item            (18,098)           --          (17,712)           --
                                         ------------    ------------   ------------    ------------

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

Net Income (Loss)                              58,642            --          (17,712)           --

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

Comprehensive Income (Loss)              $     58,642    $       --     $    (17,712)   $       --
                                         ------------    ------------   ------------    ------------

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             25,109,381      23,790,700     27,703,743      23,790,700
                                         ============    ============   ============    ============

</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 Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                            Statements of Cash Flows
                  Nine months ended September 30, 2001 and 2000

                                   (Unaudited)

                                                                          Nine months      Nine months
                                                                             ended            ended
                                                                         September 30,    September 30,
                                                                             2001             2000
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
Cash Flows from Operating Activities
   Net Income                                                             $   58,642       $     --
   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                                        (58,098)            --
                                                                          ----------       ----------


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


Cash Flows from Financing Activities
   Proceeds from private placement of common stock                            10,000             --
   Proceeds from loan from shareholder                                        50,000             --
                                                                          ----------       ----------

Net cash provided by financing activities                                     60,000             --
                                                                          ----------       ----------

Increase (Decrease) in Cash and Cash Equivalents                               1,902             --

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

Cash and cash equivalents at end of period                                $    1,902       $     --
                                                                          ==========       ==========

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

Supplemental Disclosure of Non-Cash Investing and Financing Activities
   Conversion of loan from shareholder to common stock                    $   50,000       $     --
                                                                          ==========       ==========

</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 Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                          Notes to Financial Statements


Note A - Organization and Description of Business

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

In September 2001, the Company changed its state of Incorporation  from Colorado
to Nevada  by means of a merger  with and into  Boulder  Acquisitions,  Inc.,  a
Nevada  corporation  formed on  September  6, 2001  solely  for the  purpose  of
effecting the  reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of  Incorporation  eliminated  the provision for the
Company to issue  preferred stock and did not make any other changes the capital
structure of the Company.

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.



                                                                               6
<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                   Notes to Financial Statements - Continued


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.

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

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At September 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 September  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  September  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. On September 25, 2001, the shareholder executed a private
placement letter  converting this advance into 50,000,000  shares of restricted,
unregistered common stock.



                                                                               7
<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                    Notes to Financial Statements - Continued


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.


Note F - Income Taxes

The  components  of income  tax  (benefit)  expense  for the nine  months  ended
September 30, 2000 and 2000, respectively, are as follows:

                                               September 30,    September 30,
                                                   2001             2000
                                               -------------    -------------
       Federal:
         Current                                  $     -          $     -
         Deferred                                       -                -
                                                  -------          -------
                                                        -                -
                                                  -------          -------
       State:
         Current                                        -                -
         Deferred                                       -                -
                                                  -------          -------
                                                        -                -
                                                  -------          -------

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

As of September 30, 2001,  as a result of a January 2001 change in control,  the
Company has a net operating loss carryforward of approximately $18,000 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 nine months ended  September 30, 2001
and 2000, respectively, are as follows:

                                                               September 30,   September 30,
                                                                   2001            2000
                                                               -------------   -------------
<S>                                                            <C>             <C>
Statutory rate applied to income before income taxes              $ 19,938        $      -
Increase (decrease) in income taxes resulting from:
     State income taxes                                                 -                -
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward          (19,938)              -
                                                                  --------        --------

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

</TABLE>


                                                                               8
<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                    Notes to Financial Statements - Continued


Note F - Income Taxes - continued

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 September 30, 2001 and 2000, respectively:

                                                September 30,    September 30,
                                                    2001              2000
                                                -------------    -------------
       Deferred tax assets
         Net operating loss carryforwards         $   6,120        $       -
         Less valuation allowance                    (6,120)               -
                                                  ---------        ---------

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


Note G - Common Stock Transactions

During the August 24, 2001 Special Meeting of  Shareholders,  a one (1) for five
(5) reverse stock split on the issued and outstanding shares of common stock was
approved.  This  action  was  subsequently  enacted  by the  Company's  Board of
Directors  and  caused  the  issued  and  outstanding  shares to  decrease  from
118,953,529  to  23,790,700.  The  effect  of this  action is  reflected  in the
accompanying  financial  statements  as of the  first  day of the  first  period
presented.

On  September  25,  2001,  the Company  sold  10,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $10,000,
pursuant to a private  placement  memorandum to an entity owned by the Company's
President  and Chief  Executive  Officer.  These  funds were used to support the
working  capital needs of the Company.  The Company  relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.

On September  25, 2001,  the Company  converted the $50,000 in advances from the
Company's  President  and Chief  Executive  Officer  into  50,000,000  shares of
restricted, unregistered common stock at $0.001 per share, pursuant to a private
placement memorandum. These funds were used to settle outstanding trade accounts
payable and provide  working  capital for the Company.  The Company  relied upon
Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption from
registration on these shares.



                (Remainder of this page left blank intentionally)




                                                                               9
<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

The Company had no operating  revenue for the  year-to-date  and quarters  ended
September 30, 2001 and 2000, respectively.

General and  administrative  expenses for the nine month periods ended September
30, 2001 and 2000 were approximately $18,000 and $-0-, respectively. The Company
received  interest income of approximately  $200 during the first nine 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 nine month  period was  approximately  $58,600.  Earnings per
share for the quarter  ended June 30, 2001 was $0.00 on the  post-reverse  split
25,109,381 shares issued and outstanding.

During the August 24, 2001 Special Meeting of  Shareholders,  a one (1) for five
(5) reverse stock split on the issued and outstanding shares of common stock was
approved.  This  action  was  subsequently  enacted  by the  Company's  Board of
Directors  and  caused  the  issued  and  outstanding  shares to  decrease  from
118,953,529  to  23,790,700.  The  effect  of this  action is  reflected  in the
accompanying  financial  statements  as of the  first  day of the  first  period
presented.

On  September  25,  2001,  the Company  sold  10,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $10,000,
pursuant  to a private  placement  memorandum  to  Little &  Company  Investment
Securities,  Inc., an entity owned by Glenn A. Little,  the Company's  President
and Chief  Executive  Officer.  These  funds  were used to support  the  working
capital  needs of the  Company.  The  Company  relied upon  Section  4(2) of The
Securities Act of 1933, as amended,  for an exemption from registration on these
shares.

On September 25, 2001, the Company  converted the $50,000 in advances from Glenn
A. Little,  the Company's  President and Chief Executive Officer into 50,000,000
shares of restricted, unregistered common stock at $0.001 per share, pursuant to
a private  placement  memorandum.  These  funds were used to settle  outstanding
trade accounts payable and provide working capital for the Company.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration on these shares.

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.



                                                                              10
<PAGE>

At September 30, 2001 and 2000, respectively, the Company had working capital of
approximately $1,900 and $ -0-, respectively.

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.


Part II - Other Information

Item 1 - Legal Proceedings

   None


Item 2 - Changes in Securities

     During the August 24, 2001 Special Meeting of  Shareholders,  a one (1) for
     five (5) reverse stock split on the issued and outstanding shares of common
     stock was approved.  This action was subsequently  enacted by the Company's
     Board of Directors and caused the issued and outstanding shares to decrease
     from  118,953,529 to 23,790,700.  The effect of this action is reflected in
     the  accompanying  financial  statements  as of the  first day of the first
     period presented.

     On September 25, 2001,  the Company sold  10,000,000  shares of restricted,
     unregistered  common  stock at  $0.001  per share  for  gross  proceeds  of
     $10,000,  pursuant to a private  placement  memorandum  to Little & Company
     Investment  Securities,  Inc.,  an  entity  owned by Glenn A.  Little,  the
     Company's  President and Chief Executive Officer.  These funds were used to
     support the working  capital needs of the Company.  The Company relied upon
     Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
     from registration on these shares.

     On September 25, 2001,  the Company  converted the $50,000 in advances from
     Glenn A. Little,  the Company's  President and Chief Executive Officer into
     50,000,000  shares of restricted,  unregistered  common stock at $0.001 per
     share, pursuant to a private placement memorandum. These funds were used to
     settle  outstanding  trade accounts payable and provide working capital for
     the Company.  The Company relied upon Section 4(2) of The Securities Act of
     1933, as amended, for an exemption from registration on these shares.


Item 3 - Defaults on Senior Securities

   None



                (Remainder of this page left blank intentionally)



                                                                              11
<PAGE>
<TABLE>
<CAPTION>

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

     The Company held a Special  Meeting of Shareholders on August 24, 2001. The
     following items were presented for a vote of the shareholders:

1)   Election of Directors
        Glenn A. Little      For: 30,375,000     Against: 0           Abstain: 0
        Matthew Blair        For: 30,375,000     Against: 0           Abstain: 0
        Michael Lawrence     For: 30,375,000     Against: 65,000      Abstain: 0

2)   Appointment of S. W. Hatfield, CPA as Independent Auditor for the Company
<S>                          <C>                 <C>                  <C>
                             For: 29,936,900     Against: 95,000      Abstain:   343,100

3)   Approval of a 1:5 reverse split of the issued and outstanding  common stock
     of the Company

                             For: 26,945,662     Against: 1,822,500   Abstain: 1,606,878

4)   Change the venue of incorporation from Colorado to Nevada

                             For: 27,027,675     Against: 789,750     Abstain: 2,557,575

</TABLE>

Item 5 - Other Information

In September 2001, the Company changed its state of Incorporation  from Colorado
to Nevada  by means of a merger  with and into  Boulder  Acquisitions,  Inc.,  a
Nevada  corporation  formed on  September  6, 2001  solely  for the  purpose  of
effecting the  reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of  Incorporation  eliminated  the provision for the
Company to issue  preferred stock and did not make any other changes the capital
structure of the Company.


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 Acquisitions, Inc.


October   21  , 2001                                     /s/ Glenn A. Little.
        ------                                   -------------------------------
                                                                 Glenn A. Little
                                                          President and Director




                                                                              12


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
