-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 A3cNru+xwn9E3ruja2xyOyKW/LFT4Iv4ldp6dz6Kxs5n8r5tgC8GwtVP2YX1kLaZ
 ACWr4x6/T23sR9RK59OZmw==

<SEC-DOCUMENT>0001010549-02-000416.txt : 20020724
<SEC-HEADER>0001010549-02-000416.hdr.sgml : 20020724
<ACCEPTANCE-DATETIME>20020724120611
ACCESSION NUMBER:		0001010549-02-000416
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020630
FILED AS OF DATE:		20020724

FILER:

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

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		02709519

	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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOULDER BREWING CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>boulder10qsb063002.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB



(Mark one)

   X      Quarterly Report Under Section 13 or 15(d) of The Securities  Exchange
- --------  Act of 1934


                  For the quarterly period ended June 30, 2002

          Transition Report Under Section 13 or 15(d) of The Securities 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 79701-4556
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (915) 682-1761
                           (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 18, 2002: 83,790,700
                                          -------------------------

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 June 30, 2002

                                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                                                    12

  Item 2 Changes in Securities                                                12

  Item 3 Defaults Upon Senior Securities                                      12

  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
                             June 30, 2002 and 2001

                                                     (Unaudited)

                                                          June 30,       June 30,
                                                            2002           2001
                                                        -----------    -----------
<S>                                                     <C>            <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                             $     1,917    $     9,614
                                                        -----------    -----------

Total Assets                                            $     1,917    $     9,614
                                                        ===========    ===========


                 Liabilities and Shareholders' Equity (Deficit)
                 ----------------------------------------------

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

     Total Liabilities                                         --           50,000
                                                        -----------    -----------

Commitments and Contingencies

Shareholders' Equity (Deficit)
   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
     83,790,700 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                                   (2,961,989)    (2,944,292)
                                                        -----------    -----------

     Total Shareholders' Equity (Deficit)                     1,917        (40,386)
                                                        -----------    -----------

Total Liabilities and Shareholders' Equity (Deficit)    $     1,913    $     9,614
                                                        ===========    ===========
</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 Loss
                Six and Three months ended June 30, 2002 and 2001

                                   (Unaudited)


                                          Six months     Six months     Three months   Three months
                                             ended          ended           ended          ended
                                           June 30,       June 30,        June 30,       June 30,
                                              2002           2001            2002           2001
                                         ------------   ------------    ------------   ------------
<S>                                      <C>            <C>             <C>            <C>

Revenues                                 $       --     $       --      $       --     $       --
                                         ------------   ------------    ------------   ------------

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

Income from Operations                           --             (518)           --             (518)

Other income
   Interest income                                  7            132               4             78
                                         ------------   ------------    ------------   ------------

Net Income before Extraordinary Item                7           (386)              4           (440)
                                         ------------   ------------    ------------   ------------

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

Net Income                                          7         76,354               4           (440)

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

Comprehensive Income                     $          7   $     76,354    $          4   $       (440)
                                         ============   ============    ============   ============

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

Weighted-average number of shares
   of common stock outstanding             83,790,700     23,790,000      83,790,700     23,790,000
                                         ============   ============    ============   ============
</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.

                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                            Statements of Cash Flows
                    Six months ended March 31, 2002 and 2001

                                   (Unaudited)


                                                             Six months   Six months
                                                                ended        ended
                                                              June 30,     June 30,
                                                                2002         2001
                                                             ----------   ----------
<S>                                                          <C>          <C>

Cash Flows from Operating Activities
   Net Income                                                $        7   $   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                                 7      (40,386)
                                                             ----------   ----------


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


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

Increase (Decrease) in Cash and Cash Equivalents                      7        9,614

Cash and cash equivalents at beginning of period                  1,910         --
                                                             ----------   ----------

Cash and cash equivalents at end of period                   $    1,917   $    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 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, 2001.  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, 2002.

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 - Going Concern Uncertainty

The Company's management currently maintains the corporate status of the Company
and provides all nominal working capital support.

Because of the Company's lack of operating assets, the Company's  continuance is
fully dependent either future sales of securities or upon its current management
and/or advances or loans from significant  stockholders or corporate officers to
provide  sufficient  working  capital to preserve the integrity of the corporate
entity.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

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.


Note C - 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 June 30, 2002 and 2001, 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,  2002 and  2001,  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, 2002 and 2001,  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.


                                                                               7
<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                    Notes to Financial Statements - Continued


Note D - 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 E - 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.


Note F - 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 G - Income Taxes

The components of income tax (benefit) expense for the six months ended June 30,
2002 and 2001, respectively, are as follows:

                                                         Six months   Six months
                                                            ended        ended
                                                          June 30,      une 30,
                                                            2002         2001
                                                         ----------   ----------
     Federal:
       Current                                           $     --     $     --
       Deferred                                                --           --
                                                         ----------   ----------
                                                               --           --
                                                         ----------   ----------
     State:
       Current                                                 --           --
       Deferred                                                --           --
                                                         ----------   ----------
                                                               --           --
                                                         ----------   ----------

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

As of March 31,  2002,  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.


                                                                               8
<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                    Notes to Financial Statements - Continued


Note G - Income Taxes - Continued

The Company's income tax expense (benefit) for the six months ended June 30,
2002 and 2001, respectively, differed from the statutory federal rate of 34
percent as follows:
                                                            Six months    Six months
                                                               ended         ended
                                                             June 30,      June 30,
                                                               2002          2001
                                                            ----------    ----------
<S>                                                         <C>           <C>
Statutory rate applied to income before income taxes        $        2    $   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           (2)      (25,960)
                                                            ----------    ----------

       Income tax expense                                   $     --      $     --
                                                            ==========    ==========
</TABLE>

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, 2002 and 2001, respectively:

                                                          March 31,    March 31,
                                                            2002         2001
                                                         ----------   ----------
     Deferred tax assets
       Net operating loss carryforwards                  $     --     $     --
       Less valuation allowance                                --           --
                                                         ----------   ----------

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


Note H - 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.


                                                                               9
<PAGE>

Part I - Item 2

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

(1)  Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2)  Results of Operations, Liquidity and Capital Resources

Quarters Ended June 30, 2002 and 2001
- -------------------------------------

The Company had no operating revenues for the respective six month periods ended
June 30, 2002 and 2001, respectively.

General and  administrative  expenses for the six months ended June 30, 2002 and
2001 were  approximately  $ -0- and $518,  respectively.  The  Company  received
interest income of approximately $7 and $132 during the first six months of 2002
and  2001,  respectively,  as  a  result  of  invested  working  capital  funds.
Additionally,  due to the  negotiated  settlement of delinquent  trade  accounts
payable in the first  quarter  ended March 31, 2001,  the Company  experienced a
one-time,  non-cash gain on settlement of approximately  $76,740. Net income for
the six months ended June 30, 2002 and 2001, respectively,  was approximately $7
and $76,354. Earnings per share for the respective quarters ended March 31, 2002
and 2001 was $0.00 and $0.00 on the  weighted-average  post-reverse split 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, 2002 and 2001,  respectively,  the  Company  had working  capital of
approximately $1,917 and $(40,346).

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.

                                                                              10
<PAGE>

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.

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.

Plan of Business
- ----------------

General
- -------

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards
- ---------------------------------

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

                                                                              11
<PAGE>

(1)  will not have been convicted of securities  fraud,  mail fraud,  tax fraud,
     embezzlement,   bribery,   or  a   similar   criminal   offense   involving
     misappropriation  or  theft  of  funds,  or be  the  subject  of a  pending
     investigation or indictment involving any of those offenses;

(2)  will not have been  subject  to a  temporary  or  permanent  injunction  or
     restraining order arising from unlawful transactions in securities, whether
     as issuer,  underwriter,  broker, dealer, or investment advisor, may be the
     subject of any pending  investigation  or a defendant in a pending  lawsuit
     arising  from  or  based  upon  allegations  of  unlawful  transactions  in
     securities; or

(3)  will not have been a defendant in a civil action which  resulted in a final
     judgement  against  it or him  awarding  damages or  rescission  based upon
     unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.


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 quarterly period ended June 30, 2002.

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 Acquisitions, Inc.

July    18   , 2002                                         /s/ Glenn A. Little.
     --------                                             ----------------------
                                                                 Glenn A. Little
                                                          President and Director











                                                                              12



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
