<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>4
<FILENAME>boulder10ksbex32123101.txt
<DESCRIPTION>MINUTES OF SPECIAL MEETING
<TEXT>

                                                                    Exhibit 3.02
                                                                    ------------

                  MINUTES OF A SPECIAL MEETING OF SHAREHOLDERS
                                       OF
                             BOULDER BREWING COMPANY

HELD:      August 24, 2001
PLACE:     211 West Wall Street
           Midland, Texas 79701


Glenn A.  Little,  as  President of Boulder  Brewing  Company,  called a Special
Meeting of Shareholders to order on August 24, 2001 at 5:00 P.M. The meeting was
held at the offices of the  Corporation,  211 West Wall Street,  Midland,  Texas
79701.

Matthew  Blair was  designated  as Secretary  of the  Meeting.  Upon calling the
meeting  to  order,  Mr.  Little  noted  that  the  Corporation  mailed  to  all
shareholders of record the Notice of Special Meeting of Shareholders  with Proxy
Statement and a Proxy Voting Sheet with return envelopes.

Mr. Little  announced that Mr. Blair had been previously  appointed as Inspector
of Elections and has subscribed to his oath of office.

Mr.  Little asked the  Inspector of Elections to state whether there was present
at this  meeting a Certified  List of  Shareholders  attested to by the Transfer
Agent.

There was a list of  Shareholders  in the  possession of the Company's  Transfer
Agent,  a copy of which has been  available for more than ten (10) days prior to
this Meeting for inspection by shareholders.

According to the records of the Transfer  Agent,  as of the record date, July 9,
2001, there were 118,953,529 shares issued and outstanding,  and that therefore,
pursuant to the  Corporation's  By-laws,  29,738,383  shares would  constitute a
quorum.

Mr. Little  thereupon  asked that the Inspector of Elections  ascertain  whether
there was a quorum present in person or by proxy.

Mr.  Blair  advised  that he, as  Inspector,  had  examined the number of shares
represented  by those  present in person or present by proxy,  and he  thereupon
announced that the number of shares being represented was 30,375,000 which is in
excess of 29,738,383  shares,  and that  therefore a quorum was present and that
the Special Meeting could proceed.

Mr.  Little  thereupon  called the Special  Meeting of  Shareholders  of Boulder
Brewing Company to order.

Mr.  Little asked that the  Inspector of Elections  receive the vote of Proposal
Number One, to elect three  directors to hold office.  He requested  that anyone
present wishing to vote by ballot,  to submit ballots which are available to the
Inspector of Elections at this time.

The President thereupon asked that the Inspector of Elections tabulate the votes
on Proposal Number One. Mr. Blair reported that out of those eligible to vote on
Proposal  Number  One,  30,375,000  shares cast a vote for Glenn A.  Little,  as
Director,  30,375,000  shares  cast a vote  for  Matthew  Blair  as a  director,
30,310,000  shares  cast a vote for Michael  Lawrence  as a director  and 65,000
shares cast a vote against Michael Lawrence as a director.

In view of the  affirmative  votes,  Glenn A. Little,  Matthew Blair and Michael
Lawrence are duly elected as Directors of the Corporation.

<PAGE>

Mr.  Little  asked the  Inspector  of  Elections to receive the vote of Proposal
Number Two, to appoint  independent  auditors for the Company. He requested that
anyone present wishing to vote by ballot,  to submit ballots which are available
to the Inspector of Elections at this time.

The President thereupon asked that the Inspector of Elections tabulate the votes
on Proposal Number Two. Mr. Blair reported that out of those eligible to vote on
Proposal Number Two,  29,936,900  shares cast a vote in favor of the Proposal as
set out in the Proxy  Statement,  95,000 shares voted against and 343,100 shares
abstained.

In view of the  affirmative  vote on Proposal  Number  Two, it is approved  that
Scott W.  Hatfield,  CPA is  appointed  as  independent  auditor to examine  the
accounts of the Company for the fiscal year ended December 31, 2001.

Mr.  Little asked that the  Inspector of Elections  receive the vote of Proposal
Number Three, to effect 1:5 reverse split of the currently outstanding shares of
the Company's  common stock. He requested that anyone present wishing to vote by
ballot,  to submit  ballots which are available to the Inspector of Elections at
this time.

The President thereupon asked that the Inspector of Elections tabulate the votes
on Proposal Number Three.  Mr. Blair reported that out of those eligible to vote
on Proposal Number Three, 26,945,662 shares cast a vote in favor of the Proposal
as set out in the Proxy Statement,  1,822,500 shares voted against and 1,606,878
shares abstained.

In view of the affirmative vote on Proposal Number Three, it is

APPROVED that the issued and  outstanding  capital stock of the  Corporation  be
reverse  split 5 shares  for one  share,  so that each five  shares  issued  and
outstanding  became one share,  and that any  shareholder  holding a  fractional
share receive a cash payment of $.05 for every fractional share.

Mr.  Little asked that the  Inspector of Elections  receive the vote of Proposal
Number Four, to change the  Company's  state of  incorporation  from Colorado to
Nevada.  He requested that anyone present  wishing to vote by ballot,  to submit
ballots which are available to the Inspector of Elections at this time.

The President thereupon asked that the Inspector of Elections tabulate the votes
on Proposal  Number Four.  Mr. Blair reported that out of those eligible to vote
on Proposal Number Four,  27,027,675 shares cast a vote in favor on the Proposal
as set out in the Proxy  Statement,  789,750  shares voted against and 2,557,575
shares abstained.

In view of the affirmative vote on Proposal Number Four; it is approved that the
Company's state of incorporation be changed from Colorado to Nevada.

There being no further questions or discussions raised, Mr. Little then declared
that the Special Meeting of Shareholders of Boulder Brewing Company, held August
24, 2001, be declared closed at 6:00 P.M.



/s/ Matthew Blair
---------------------------------------
Matthew Blair, Secretary of the Meeting





</TEXT>
</DOCUMENT>
