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<SEC-DOCUMENT>0001010549-02-000607.txt : 20021022
<SEC-HEADER>0001010549-02-000607.hdr.sgml : 20021022
<ACCEPTANCE-DATETIME>20021022164629
ACCESSION NUMBER:		0001010549-02-000607
CONFORMED SUBMISSION TYPE:	PRE 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010824
FILED AS OF DATE:		20021022

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:		PRE 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		02795258

	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>PRE 14A
<SEQUENCE>1
<FILENAME>boulderpre14a102102.txt
<TEXT>

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:

[X]      Preliminary Proxy Statement
[ ]      Confidential,  for Use of the  Commission  Only (as  permitted  by Rule
         14a-6(e)(2))
[ ]      Definitive Proxy Statement
[ ]      Definitive Additional Materials
[ ]      Soliciting Material Pursuant toss.240.14a-12

                             Boulder Brewing Company
                ------------------------------------------------
                (Name of registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box)
[X]      No fee required.
[ ]      Fee  computed on table below per  Exchange  Act Rules  14a-6(i)(1)  and
         0-11.
         1) Title of each class of securities to which transaction applies:

            --------------------------------------------------------------------
         2) Aggregate number of securities to which transaction applies:

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

         3) per unit price or other  underlying  value of  transaction  computed
         pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

            --------------------------------------------------------------------
         4) Proposed maximum aggregate value of transaction:

            --------------------------------------------------------------------
         5) Total fee paid:

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

[ ]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
         was paid  previously.  Identify  the  previous  filing by  registration
         statement number, or the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:

            --------------------------------------------------------------------
         2) Form, Schedule or Registration Statement No.:

            --------------------------------------------------------------------
         3) Filing Party:

            --------------------------------------------------------------------
         4) Dated Filed:

            --------------------------------------------------------------------
<PAGE>

                         -------------------------------
                             Boulder Brewing Company
                              211 West Wall Street
                              Midland, Texas 79701
                         -------------------------------
                               Proxy Statement for
                         Special Meeting of Shareholders

                           To Be Held August 24, 2001
                         -------------------------------



                             SOLICITATION OF PROXIES

The enclosed  Proxy is  solicited  by the Board of Directors of Boulder  Brewing
Company (the  "Company") for use in voting at a Special  Meeting of Shareholders
to be held at 211 West Wall Street,  Midland, Texas 79701, on Friday, August 24,
2001, at 5:00 p.m. (local time), and at any postponement or adjournment thereof,
for the  purposes  set  forth in the  attached  Notice  of  Special  Meeting  of
Shareholders. When proxies are properly dated, executed and returned, the shares
they  represent  will be voted at the  Special  Meeting in  accordance  with the
instructions   of  the   shareholder   completing  the  proxy.  If  no  specific
instructions  are  given,  the  shares  will be voted  FOR the  election  of the
nominees for directors set forth herein,  FOR  ratification  of the selection of
Scott W. Hatfield CPA as the Company's  independent  auditors,  FOR the proposed
1:5 reverse split of the currently  outstanding  shares of Company  Common Stock
and FOR the  proposed  change  of the  Company's  state  of  incorporation  from
Colorado to Nevada.  A shareholder  giving a proxy has the power to revoke it at
any time prior to its  exercise by voting in person at the Special  Meeting,  by
giving  written  notice of revocation to the  Company's  Secretary  prior to the
Special Meeting or by giving a later dated proxy.

The  presence at the Special  Meeting,  in person or by proxy,  of  shareholders
holding in the aggregate a majority of the  outstanding  shares of the Company's
Common Stock entitled to vote shall  constitute a quorum for the  transaction of
business. The Company does not have cumulative voting for directors; a plurality
of the votes  properly  cast for the election of  directors by the  shareholders
attending the Special  Meeting,  in person or by proxy,  will elect directors to
office.  A majority  of votes  properly  cast upon any  proposal  presented  for
consideration  and  shareholder  action at the Special  Meeting,  other than the
election  of  directors,  shall  decide  the  proposal.  Abstentions  and broker
non-votes will be included in the number of shareholders present for the purpose
of determining the presence of a quorum, but will not be counted either in favor
of or against the election of directors or any other proposals and, accordingly,
will have no effect.  Under the rules of the National  Association of Securities
Dealers,  brokers  holding  stock for the accounts of their clients who have not
been given specific voting instructions as to a matter by their clients may vote
their clients' proxies in their own discretion.

Shareholders  of record as of the close of business on July 9, 2001 are entitled
to notice of, and to vote at, the Special Meeting.  Each share shall be entitled
to one vote on all  matters.  As of the June 15,  2001,  there were  118,953,529
shares  of the  Company's  Common  Stock  outstanding,  held of  record by 3,033
shareholders.  For a  description  of the principal  holders of such stock,  see
"Security Ownership of Certain Beneficial Owners and Management" below.



                                       1
<PAGE>

PURPOSES OF THE MEETING

This Special  Meeting of  Shareholders  of Boulder Brewing Company will consider
and act upon the following matters:

         1.       To elect three (3)  directors  to hold  office  until the next
                  annual  election of directors by  shareholders  or until their
                  respective  successors  have been duly  elected and shall have
                  qualified;

         2.       To ratify the  appointment of independent  auditors to examine
                  the  accounts  of the  Company  for  the  fiscal  year  ending
                  December 31, 2001;

         3.       To act upon a  proposed  1:5  reverse  split of the  currently
                  outstanding shares of Company Common Stock; and

         4.       To  act  on a  proposal  to  change  the  Company's  state  of
                  incorporation from Colorado to Nevada

         5.       To transact  such other  business as may properly  come before
                  the meeting or any adjournments thereof.

                           DESCRIPTION OF THE COMPANY
General

Boulder  Brewing  Company  was  incorporated  in May 8, 1980 and  operated  as a
microbrewery  of  various  beers.  In 1983  the  Company  filed  a  Registration
Statement on Form S-18 (SEC File Number 2-84351-D) and in 1987 the Company filed
a  Registration  Statement on form S-1 (SEC File Number  33-16287).  In 1984, in
connection with an attempted  expansion of its business,  the Company  commenced
construction of a brewery which was substantially  completed in October 1984 and
opened June 1985. The  construction  of this facility along with the movement of
equipment and personnel  interrupted the sales of the Company's existing product
and hampered cash flow. The Company was unable to become  profitable  within any
segment of its core business, became illiquid and was forced to divest itself of
all assets.  The company became dormant  without any operations or assets in the
second quarter of 1990.

Proposed Business

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
enterprises 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.


                                       2
<PAGE>

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 enterprises being unsuccessful will be enhanced

                        PROPOSAL 1 ELECTION OF DIRECTORS

         The Company's Bylaws, as amended,  provide that the number of directors
shall  be  determined  from  time to time by the  shareholders  or the  Board of
Directors,  but that there shall be not less than three directors. The Company's
Board of Directors currently consists of three members, all of whom are nominees
for  election  at  this  Special  Meeting.  The  Company  believes  that  it  is
appropriate to elect  directors at this Special  Meeting,  since the Company has
been  dormant  for an  extended  period and  management  wishes to  confirm  the
appointment of these  directors.  Each director  elected at this Special Meeting
will hold  office  until a  successor  is elected  and  qualified,  or until the
director resigns, is removed or becomes  disqualified.  Unless marked otherwise,
proxies  received  will be voted FOR the election of each of the nominees  named
below.  If either such person is unable or  unwilling  to serve as a nominee for
the office of director at the date of this Special  meeting or any  postponement
or  adjournment  thereof,  the  proxies may be voted for a  substitute  nominee,
designated  by the proxy  holders or by the present  Board of  Directors to fill
such  vacancy.  The Board of Directors has no reason to believe that any of such
nominees  will be  unwilling  or unable to serve if elected as a  director.  The
Company does not have a Nominating Committee of the Board of Directors.


The  following  information  is furnished  with respect to the  nominees.  Stock
ownership  information is shown under the heading "Security Ownership of Certain
Beneficial Owners and Management" and is based upon information furnished by the
respective individuals.


                                       3
<PAGE>
<TABLE>
<CAPTION>

Nominees for Director
                                 Position with            Expiration of             Initial Date
Name                    Age      the Company              Term as Director          of Service
- ----                    ---      -------------            ----------------          ------------
<S>                      <C>     <C>                      <C>                       <C>
Glenn A. Little          48      Director, President      Next Annual Meeting          5/1995

Matthew Blair            46      Director, Secretary      Next Annual Meeting          5/1995

Michael Lawrence         49      Director                 Next Annual Meeting          9/1989
</TABLE>


Glenn A.  Little  is a  graduate  of The  University  of  Florida,  Gainesville,
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School of International  Management  (Master  International  Management) and has
been the  principal  of Little and  Company  Investment  Securities  (LITCO),  a
Securities  Broker/Dealer with offices in Midland, Texas, since 1979. Mr. Little
currently   serves  as  an  officer  and  director  of  other  inactive   public
corporations  having the same business  purpose as the Company.  Before founding
LITCO, Mr. Little as a stockbroker with Howard, Weil, Labouisse Friedrich in New
Orleans,  Louisiana,  and Midland, Texas, and worked for the First National Bank
of Commerce in New Orleans, Louisiana.

Matthew Blair was formerly a solo  practitioner of law in Midland,  Texas and is
presently  a Title IV-D  Master in Midland  County  Texas.  Before  opening  his
practice  he served in the Legal  Department  of the Federal  Deposit  Insurance
Corporation  (FDIC),  Midland,  Texas  where he  gained  exposure  to  corporate
structures and debt workouts.  His employment  before the FDIC  appointment  was
with Texas American Energy and Exxon Corporation.  Mr. Blair received a Bachelor
of Arts in  Government  from The  University of Texas at Austin (1975) and Juris
Doctor from Texas Tech University  School of Law (1979). He is licensed in every
state court in Texas,  United  States  District  Court (Texas) and in The United
States Supreme Court.

Michael  Lawrence has served as a Director  since  September 1989 and worked for
the company as a Brewmaster and operations manager for the Company. Currently he
resides in Arkansas and is involved in the antique industry.

Each of the directors  has been elected to serve until the next annual  election
of directors by shareholders or until their respective successors have been duly
elected and shall have  qualified.  It is proposed  that all nominees be elected
for a term of like duration at the upcoming Special Meeting of Shareholders.

The Board of Directors does not contemplate that any of the above-named nominees
for director will be unable to accept election as a director of the Company,  or
be unable to serve as a director  of the  Company.  Should  any of the  nominees
become  unavailable for nomination or election as a result of circumstances  not
now known or  foreseen,  then the persons  named in the  enclosed  form of Proxy
intend to vote the shares  represented  in such Proxy for the  election  of such
other person or persons as the Board of Directors may select,  unless  otherwise
directed by such Proxy. The nominee directors are not related by blood, marriage
or adoption.


                                       4
<PAGE>

Director Compensation

The Company  currently  does not  compensate  its directors for their serving as
such.

Executive Compensation

The Company's  officers  receive no compensation  for their efforts on behalf of
the Company.  It is expected that, unless and until the Company is successful in
consummating  a business  combination  transaction,  the officers of the Company
will continue not to be compensated.

Certain Relationships and Related Transactions

The Company's President, Mr. Glenn A. Little, has agreed to provide funds to the
Company  sufficient  to cover  Company  expenses  relating  to its SEC  periodic
reporting and other minor corporate expenses

Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth as of July 9, 2001,  the stock  ownership of (i)
each officer and director of the Company,  (ii) all officers and  directors as a
group, and (iii) each shareholder  known by the Company to be a beneficial owner
of 5% or more of the  Company's  Common  Stock . At  July 9,  2001,  there  were
118,953,529 shares of Company Common Stock issued and outstanding.

Name and Address of                  Number of Shares
5% Beneficial Owners,                of Common Stock
Executive Officers                   Beneficially Owned
and Directors(2)                     at July 9, 2001           Percent  Owned(1)
- ----------------                     ------------------        --------------

Glenn A. Little (1)                         -0-                      -0-
211 West Wall Street
Midland, Texas 79701

Matthew Blair (1)                           -0-                      -0-
211 West Wall Street
Midland, Texas 79701

Michael Lawrence (1)                     2,475,000                   2.08%
190 Sycamore Springs Trial
 Mountain Home, AR 72653-8980
                                         2,475,000                   2.08%(2)
- -----------
(1) Based on 118,953,529 shares outstanding.
(2) All officers and directors as a group (3 persons)

Election of Directors and Proposals for the Annual Meeting of Stockholders

Each director  elected at the Special Meeting will hold office until a successor
is elected and  qualified  at the next  Annual  Meeting,  or until the  director
resigns, is removed or becomes  disqualified.  Unless marked otherwise,  proxies

                                       5
<PAGE>

received  will be voted  FOR the  election  of each of the  nominees  previously
noted.

                        ---------------------------------
                        THE BOARD OF DIRECTORS RECOMMENDS
                        A VOTE FOR EACH NOMINEE DIRECTOR
                        ---------------------------------

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The Board of Directors of the Company has selected  Scott W. Hatfield CPA as the
independent  auditors  for the Company for the fiscal year ending  December  31,
2001.  There  is no  legal  requirement  for  submitting  this  proposal  to the
shareholders;  however, the Board of Directors believes that it is of sufficient
importance to seek ratification of its action.

                       ---------------------------------
                       THE BOARD OF DIRECTORS RECOMMENDS
                          A VOTE FOR THE APPOINTMENT OF
                              Scott W. Hatfield CPA
                       ---------------------------------


PROPOSAL 3 APPROVE PROPOSAL FOR A 1:5 REVERSE SPLIT OF THE CURRENTLY OUTSTANDING
SHARES OF COMMON STOCK

The Board of  Directors  of the  Company  has  approved  a reverse  split of the
currently  outstanding shares of Company Common Stock, whereby every 5 currently
outstanding  shares will become one (1) issued and  outstanding  share,  meaning
that the  118,953,529  issued and outstanding  shares will become  approximately
23,790,705  shares.  Each fractional  shareholder will receive a cash payment of
$.05 for each fractional share held following the reverse split. If the proposed
reverse  split is  approved  at the Special  Meeting,  shareholders  will not be
required to take any action to complete the reverse split. Neither the par value
of the  Company's  Common Stock nor the number of  authorized  shares of Company
Common Stock would be affected by the proposed  reverse  split of the  Company's
Common Stock.

                -------------------------------------------------
                THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
                PROPOSAL FOR A 1:5 REVERSE SPLIT OF THE CURRENTLY
                OUTSTANDING SHARES OF COMMON STOCK
                -------------------------------------------------

PROPOSAL 4 APPROVE PROPOSAL TO CHANGE THE COMPANY'S STATE OF INCORPORATION  FROM
COLORADO TO NEVADA

         At a  meeting  held on May 15,  2001,  the  Board of  Directors  of the
Company  unanimously  approved an exchange of each share of the Company's common
stock for one share of common stock, $.01 par value, of Boulder Brewing Company,


                                       6
<PAGE>

Inc.,  a newly  formed  Nevada  corporation  which is  currently a  wholly-owned
subsidiary of the Company, for the purpose of effecting a reincorporation of the
Company in Nevada (the "Reincorporation").  The Reincorporation will be achieved
pursuant to an Agreement and Plan of Merger ("Merger Agreement"),  substantially
in the form of Exhibit A to this  Information  Statement,  pursuant to which the
Company is to be merged into its newly-formed,  wholly-owned subsidiary, Boulder
Brewing Company.,  a Nevada corporation (the  "Subsidiary").  Provided the Board
has not  previously  determined to abandon the Merger,  on the effective date of
the  Reincorporation,  the  Company  will be  merged  into the  Subsidiary  (the
"Merger").  The Subsidiary will be the Surviving  Corporation of the Merger and,
pursuant  to the Merger  Agreement,  it will retain the  Subsidiary's  corporate
name, and all of the business, properties,  management and capitalization of the
Company will be transferred to the Subsidiary.

Terms and Effect of the Merger
- ------------------------------

         Pursuant to the provisions of the Merger Agreement, the Company will be
merged with and into the Subsidiary,  which is a wholly-owned  subsidiary of the
Company  incorporated  in Nevada solely for the purpose of effecting the Merger.
The  Subsidiary  will be the continuing  and surviving  company (the  "Surviving
Corporation") of the Merger.  The Subsidiary's  Certificate of Incorporation and
By-Laws will become those of the Surviving Corporation. Upon consummation of the
Merger,  the  shareholders  of  the  Company  will  become  shareholders  of the
Surviving   Corporation,   the  Company  will  cease  to  exist  as  a  Colorado
corporation,  and the Company's state of  incorporation  and legal domicile will
become Nevada.

         The  Surviving  Corporation  will  succeed  to  all  of  the  business,
operations,  properties  and assets of the  Company  and will  assume and become
responsible for all of the Company's liabilities and obligations.  The corporate
headquarters of the Company will be 211 West Wall Street,  Midland. Texas 79701.
The  directors  and  officers  serving  the  Company in such  capacities  on the
Effective  Date (as defined below) will hold the same offices with the Surviving
Corporation.

         On the Effective Date, each  outstanding  share of the Company's Common
Stock, $.001 par value per share, will be converted automatically into one share
of the Surviving Corporation's Common Stock, with $.001 par value per share. The
Surviving  Corporation's  Common Stock will possess in all material respects the
identical  rights,  powers,  privileges  and  limitations  currently held by the
Company's Common Stock,  subject to any differences  between Colorado and Nevada
corporate law.

SHAREHOLDERS OF THE COMPANY NEED NOT EXCHANGE THEIR EXISTING STOCK  CERTIFICATES
FOR STOCK CERTIFICATES OF THE SURVIVING  CORPORATION.  HOWEVER, ANY SHAREHOLDERS
DESIRING NEW STOCK CERTIFICATES  REPRESENTING STOCK OF THE SURVIVING CORPORATION
SHOULD  SUBMIT THEIR  EXISTING  STOCK  CERTIFICATES  REPRESENTING  SHARES OF THE
COMPANY TO: COMPUSERVE  INVESTORS SERVICES,  THE TRANSFER AGENT OF THE SURVIVING
CORPORATION, TO OBTAIN NEW CERTIFICATES.

         Assuming the requisite  shareholder  authorization  and approval of the
Merger is obtained at the Special Meeting, it is presently  anticipated that the
Merger will be consummated on or about  September 6, 2001, or as soon thereafter
as is  practicable  in the discretion of the Board of Directors (the date of the
effectiveness  of the Merger being referred to herein as the "Effective  Date").
The Board of  Directors  of the  Company  has,  however,  reserved  the right to
abandon the Merger for any reason,  including a significant number of dissenting
shareholders, prior to the Effective Date.


                                       7
<PAGE>

Charter and By-Laws
- -------------------

         The  rights,  powers,  privileges  and  limitations  of  the  Company's
shareholders,  who, upon consummation of the Merger, will become stockholders of
the Surviving Corporation, will be governed by the internal laws of the State of
Nevada and by the terms and provisions of the Certificate of  Incorporation  and
By-Laws of the Surviving  Corporation.  The Certificate of  Incorporation of the
Subsidiary is  substantially  similar to the Certificate of Incorporation of the
Company,  and the  By-Laws of both the  Company  and the  Surviving  Corporation
generally contain similar provisions.

Shareholder Approval
- --------------------

         Under   Colorado  law,   approval  of  the  Merger  and  the  resulting
Reincorporation  will require the affirmative vote of at least a majority of the
outstanding shares of common stock entitled to vote on the Reincorporation.  The
Reincorporation may be abandoned either before or after shareholder  approval if
circumstances  should  develop which,  in the opinion of the Company's  Board of
Directors, render proceeding with the Reincorporation inadvisable.

Approval/Dissenters' Rights
- ---------------------------

         Stockholders  of the  Company  generally  have  appraisal  rights  with
respect to  Reincorporation.  For a  description  of the procedure for asserting
appraisal  rights of dissenting  shareholders  under  Colorado law, see attached
Exhibit B.

Accounting Treatment of the Merger
- ----------------------------------

         The  Reincorporation  is  expected  to have  little or no effect on the
financial  accounting of the Company. The Reincorporation will not result in any
change  in the bases of any of the  assets or  liabilities  of the  Company  for
financial purposes.

Management and Control
- ----------------------

         Upon  completion of the  Reorganization,  the Management of the Company
will become the management of the Subsidiary.

                        ---------------------------------
                        THE BOARD OF DIRECTORS RECOMMENDS
                        A VOTE FOR THE PROPOSAL TO CHANGE
                        THE COMPANY'S STATE OF INCORATION
                        FROM COLORADO TO NEVADA
                        ---------------------------------

                                  OTHER MATTERS

         As of the date of this Proxy  Statement,  the Board of Directors of the
Company  does not intend to present,  and has not been  informed  that any other
person intends to present, a matter for action at the Special Meeting other than
as set forth  herein and in the Notice of Special  Meeting.  If any other matter


                                       8
<PAGE>

properly  comes before the meeting,  it is intended  that the holders of proxies
will act in accordance with their best judgment.

The accompanying proxy is being solicited on behalf of the Board of Directors of
the Company.  In addition to the solicitation of proxies by mail, certain of the
officers and employees of the Company,  without extra compensation,  may solicit
proxies  personally  or by  telephone,  and,  if deemed  necessary,  third party
solicitation agents may be engaged by the Company to solicit proxies by means of
telephone,  facsimile or telegram, although no such third party has been engaged
by the Company as of the date hereof.  The Company  will also request  brokerage
houses, nominees,  custodians and fiduciaries to forward soliciting materials to
the  beneficial  owners of Common Stock held of record and will  reimburse  such
persons for forwarding such material.  The cost of this  solicitation of proxies
will be borne by the Company.

                                  ANNUAL REPORT

COPIES OF THE  COMPANY'S  ANNUAL  REPORT  ON FORM  10-KSB  (INCLUDING  FINANCIAL
STATEMENTS  AND FINANCIAL  STATEMENT  SCHEDULES)  FILED WITH THE  SECURITIES AND
EXCHANGE  COMMISSION MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO THE COMPANY AT
THE FOLLOWING ADDRESS: 211 West Wall Street, Midland, Texas 79701. A request for
a copy of the Company's Annual Report on Form 10-KSB must set forth a good-faith
representation  that the  requesting  party  was  either a holder of record or a
beneficial owner of Common Stock of the Company on June 15, 2001 Exhibits to the
Form  10-KSB,  if any,  will be mailed  upon  similar  request  and  payment  of
specified fees to cover the costs of copying and mailing such materials.

                              SHAREHOLDER PROPOSALS

         Any shareholder proposal intended to be considered for inclusion in the
proxy  statement for  presentation  in connection  with this Special  Meeting of
Shareholders  must be received by the  Company by August 10,  2001.  The Company
suggests that any such request be submitted by certified  mail,  return  receipt
requested. The Board of Directors will review any proposal and determine whether
it is a proper proposal to present to the Special Meeting of Shareholders.

         The enclosed  Proxy is  furnished  for you to specify your choices with
respect to the matters referred to in the  accompanying  Notice and described in
this Proxy Statement. If you wish to vote in accordance with the recommendations
of the Board of  Directors,  merely  sign,  date and return the Proxy.  A prompt
return of your Proxy will be appreciated.

By Order of the Board of Directors

Matthew Blair
Secretary


July 9, 2001
Midland, Texas


                                       9
<PAGE>

                                    EXHIBIT A
                                    ---------

                                  AGREEMENT AND
                        PLAN OF MERGER AND REORGANIZATION

Agreement and Plan of Merger and  Reorganization  dated  September , 2001 by and
between Boulder Brewing Company,  a Colorado  corporation  ("Boulder-Colorado"),
and  Boulder  Acquisitions,   Inc.,  a  Nevada  corporation   ("Boulder-Nevada")
(hereinafter,  Boulder-Colorado and Boulder-Nevada being called the "Constituent
Corporations").

                                    WHEREAS:

1.       The Board of  Directors of  Boulder-Colorado  and  Boulder-Nevada  have
         resolved  that  Boulder-Colorado  be  merged  (hereinafter  called  the
         "merger")  under and  pursuant to the Nevada  Statutes  Revised and the
         Colorado Business  Corporation Act into a single  corporation  existing
         under the laws of the State of Nevada,  to wit,  Boulder-Nevada,  which
         shall be the surviving corporation (such corporation in its capacity as
         such surviving  corporation  being sometimes  referred to herein as the
         "Surviving   Corporation")   in   a   transaction   qualifying   as   a
         reorganization  within  the  meaning  of  Section  368(a)(1)(F)  of the
         Internal Revenue Code of 1986, as amended;

2.       The   authorized   capital  stock  of   Boulder-Colorado   consists  of
         160,000,000 shares of capital stock with a par value of $.001 per share
         (hereinafter  called  "Boulder-Colorado  Stock")  118,953,529 shares of
         which are issued and outstanding;

3.       The authorized capital stock of Boulder-Nevada  consists of 100,000,000
         shares  of  capital   stock  with  a  par  value  of  $.001  per  share
         (hereinafter called  "Boulder-Nevada  Stock") 1,000 shares of which are
         issued and outstanding;

4.       The   respective   Boards  of   Directors   of   Boulder-Colorado   and
         Boulder-Nevada  have approved the Merger upon the terms and  conditions
         hereinafter set forth and have approved this Agreement.


                                       10
<PAGE>

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements, provisions and covenants herein contained, the parties hereto hereby
agree, in accordance with the Nevada Revised Statutes and the Colorado  Business
Corporation  Act,  that  Boulder-Colorado  shall be, at the  Effective  Date (as
hereinafter  defined),  merged into a single corporation existing under the laws
of the State of Nevada,  to wit,  Boulder-Nevada,  which shall be the  Surviving
Corporation, and the parties hereto adopt and agree to the following agreements,
terms and  conditions  relating to the Merger and the mode of carrying  the same
into effect.

1.       SHAREHOLDERS' CONSENTS; FILINGS; EFFECTS OF MERGER

         1.1 Action by Shareholders of Boulder-Colorado.  Boulder-Colorado shall
obtain the consent of its shareholders, in accordance with the Colorado Business
Corporation Act, at the earliest  practicable date, which written consent shall,
among other matters, adopt and ratify this Agreement.

         1.2 Action by  Boulder-Colorado  as Sole Shareholder of Boulder-Nevada.
At the earliest practicable date,  Boulder-Colorado,  as the sole shareholder of
Boulder-Nevada, shall adopt this Agreement in accordance with the Nevada Revised
Statutes.

         1.3 Filing of Articles of Merger, Effective Date. If (a) this Agreement
is adopted by the  shareholders  of  Boulder-Colorado,  in  accordance  with the
Colorado  Business  Corporation  Act,  (b) this  Agreement  has been  adopted by
Boulder-Colorado  as the sole shareholder of Boulder-Nevada,  in accordance with
the Nevada Revised Statutes,  and (c) this Agreement is not thereafter,  and has
not  theretofore  been  terminated  or abandoned as permitted by the  provisions
hereof,  then an Articles of Merger  shall be filed and  recorded in  accordance
with the Nevada  Revised  Statutes  and an Articles of Merger shall be filed and
recorded in accordance with the Colorado Business  Corporation Act. Such filings
shall be made on the same day. The Merger shall become effective at 9:00 A.M. on
the calendar day following the day of such filing in Nevada, which date and time
is herein referred to as the "Effective Date."

         1.4 Certain  Effects of Merger.  On the  Effective  Date,  the separate
existence of Boulder-Colorado  shall cease, and Boulder-Colorado shall be merged
into Boulder-Nevada which, as the Surviving  Corporation,  shall possess all the
rights,  privileges,  powers and franchises, of a public as well as of a private
nature, and be subject to all the restrictions,  disabilities and duties of each
of the Constituent Corporations;  and all and singular, the rights,  privileges,
powers and franchises of the Constituent  Corporations,  and all property, real,
personal  and  mixed,  and all  debts  due to the  Constituent  Corporations  on
whatever  account,  as well as for stock  subscriptions  and all other things in
action or belonging  to such  Constituent  Corporations,  shall be vested in the
Surviving  Corporation;  and  all  property,  rights,  privileges,   powers  and
franchises,  and all and every other interest shall be thereafter as effectually
the  property  of the  Surviving  Corporation  as they  were of the  Constituent
Corporations,  and the title to any real  estate  vested  by deed or  otherwise,
under the laws of  Colorado,  Nevada or any  other  jurisdiction,  in any of the
Constituent  Corporations,  shall not revert or be in any way impaired;  but all
rights of creditors  and all liens upon any  property of any of the  Constituent
Corporations  shall be  preserved  unimpaired,  and all debts,  liabilities  and
duties of the Constituent Corporations shall thenceforth attach to the Surviving
Corporation and may be enforced  against it to the same extent as if said debts,
liabilities  and duties had been  incurred or  contracted by it. At any time, or
from  time to time,  after the  Effective  Date,  the last  acting  officers  of
Boulder-Colorado,  or the  corresponding  officers of the Surviving  Corporation
may, in the name of Boulder-Colorado, execute and deliver all such proper deeds,
assignments and other instruments and take or cause to be taken all such further
or other action as the Surviving  Corporation may deem necessary or desirable in
order to vest,  perfect  or confirm in the  Surviving  Corporation  title to and
possession of all of the Constituent Corporations property,  rights, privileges,
powers,  franchises,  immunities  and  interests  and otherwise to carry out the
purposes of this Agreement.


                                       11
<PAGE>

II.  NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION; BYLAWS;

         2.1  Name  of  Surviving   Corporation.   The  name  of  the  Surviving
Corporation  from and after the  Effective  Date shall be Boulder  Acquisitions,
Inc.

         2.2  Articles  of  Incorporation.  The  Articles  of  Incorporation  of
Boulder-Nevada  as in  effect  on the date  hereof,  shall,  from and  after the
Effective  Date,  be and  continue to be the  Articles of  Incorporation  of the
Surviving Corporation, until changed or amended as provided by law.

         2.3  Bylaws.  The Bylaws of  Boulder-Nevada,  as in effect  immediately
before the  Effective  Date shall,  from and after the  Effective  Date,  be and
continue  to be the  Bylaws  of the  Surviving  Corporation,  until  amended  as
provided therein.

III  STATUS AND CONVERSION OF SECURITIES

         3.1 Boulder-Colorado  Stock. Each share of Boulder-Colorado Stock which
shall be issued and outstanding  immediately before the Effective Date shall, by
virtue of the Merger and without  any action on the part of the holder  thereof,
be  converted  at  the  Effective   Date  into  one  (1)  fully  paid  share  of
Boulder-Nevada Stock.

         3.2  Boulder-Nevada  Stock  held by  Boulder-Colorado.  All  issued and
outstanding shares of Boulder-Nevada Stock held by Boulder-Colorado  immediately
before the  Effective  Date shall,  by virtue of the Merger and at the Effective
Date, cease to exist and the  certificate(s)  representing  such shares shall be
canceled.

         3.3 Surrender of Certificates.  After the Effective Date,  certificates
evidencing outstanding shares of Boulder-Colorado Stock shall evidence the right
of the holder thereof to receive a certificate(s)  for shares of  Boulder-Nevada
Stock  as   aforesaid.   Holders   of   certificates   representing   shares  of
Boulder-Colorado  Stock,  upon  surrender of such  certificates  to the transfer
agent of the Boulder-Nevada Stock to effect the exchange of certificates,  shall
be entitled to receive,  upon such  surrender,  a  certificate  or  certificates
representing  a  like  number  of  shares  of  Boulder-Nevada  Stock.  Until  so
surrendered, outstanding certificates for shares of Boulder-Colorado Stock shall
be deemed for all corporate  purposes,  including voting rights,  subject to the
further provisions of this Article 3, to evidence the ownership of the shares of
Boulder-Nevada Stock into which such shares of Boulder-Colorado  Stock have been
so converted.  No dividends or distributions will be paid to the person entitled
to receive certificates for shares of Boulder-Nevada Stock pursuant hereto until
such person shall have surrendered his Boulder-Colorado Stock certificates;  but
there shall be paid to the record  holder of such  certificate,  with respect to
the number of shares of  Boulder-Nevada  Stock  issued in exchange  therefor (i)
upon such surrender,  the amount of any dividends or distributions with a record
date after the  Effective  Date and before  surrender  which  shall have  become
payable thereon since the Effective Date, without interest;  and (ii) after such
surrender,  the amount of any  dividends  thereon  with a record  date after the
Effective Date and before surrender and the payment date of which shall be after
surrender,  such amount to be paid on such payment date. If any  certificate for
shares of  Boulder-Nevada  Stock is to be issued  in a name  other  than that in
which the certificate  surrendered in exchange therefor is registered,  it shall
be a condition of the issuance thereof that the certificate so surrendered shall
be properly  endorsed and  otherwise be in proper form for transfer and that the


                                       12
<PAGE>

taxes  required  by  reason  of the  issuance  of a  certificate  for  shares of
Boulder-Nevada Stock in any name other than that of the registered holder of the
certificate surrendered,  or establish to the satisfaction of the transfer agent
that  such tax has been paid or is not  payable.  At the  Effective  Date of the
Merger,  all shares of  Boulder-Colorado  Stock  which shall then be held in its
treasury,  if any, shall cease to exist, and all certificates  representing such
shares shall be canceled.

IV.  MISCELLANEOUS

         4.1 This Agreement may be terminated and the proposed Merger  abandoned
at any time before the Effective Date of the Merger, and whether before or after
approval of this  Agreement of Merger and Plan of Merger and  Reorganization  by
the mutual  agreement of the Board of Directors of the Constituent  Corporations
abandoning this Agreement of Merger and Plan of Merger and Reorganization.

         4.2 On and after the  Effective  Date of the Merger,  the  officers and
directors of  Boulder-Nevada  shall remain in such positions until their earlier
resignation or removal.

         4.3 For the  convenience  of the parties  hereto and to facilitate  the
filing of this  Agreement of Merger and Plan of Merger and  Reorganization,  any
number of counterparts  hereof may be executed;  and each such counterpart shall
be deemed to be an original instrument.

         IN WITNESS WHEREOF, this Agreement has been executed by Boulder Brewing
Company,  a Colorado  corporation,  and  Boulder  Acquisitions,  Inc.,  a Nevada
corporation, all on the date first above written.

                                                      Boulder Acquisitions, Inc.
                                                      (a Nevada corporation)

                                                      /S/ Glenn A. Little
                                                      --------------------------
                                                      Glenn A. Little, President

                                                      Boulder Brewing Company
                                                      (a Colorado corporation)

                                                      /S/ Glenn A. Little
                                                      --------------------------
                                                      Glenn A. Little, President










                                       13
<PAGE>


                                    EXHIBIT B

Dissenter's rights

Part I

Right of Dissent - Payment for Shares

7-113-101 Definitions.-For purposes of this article:

" Beneficial  shareholder" means the beneficial owner of shares held in a voting
trust or by a nominee as the record shareholder.

"Corporation"  means the issuer of the  shares  held by a  dissenter  before the
corporation   action,  or  the  surviving  or  acquiring   domestic  or  foreign
corporation, by merger or share exchange of that issuer.

(3)      "Dissenter"  means  a  shareholder  who is  entitled  to  dissent  from
         corporate  action under section  7/113-102 and who exercises that right
         at the time and in the manner required by part 2 of this article.

"Fair  value",  with  respect to a  dissenter's  shares,  means the value of the
shares  immediately  before the effective date of the corporate  action to which
the  dissenter   objects,   excluding  any   appreciation   or  depreciation  in
anticipation  of the corporate  action except to the extent that exclusion would
be inequitable.

"Interest"  means interest from the effective date of the corporate action until
the date of payment,  at the average rate currently  paid by the  corporation on
its principal  bank loans or, if none, at the legal rate as specified in section
5-12-101, C.R.S.

"Record shareholder" means the person in whose name shares are registered in the
records of a corporation or the  beneficial  owner of shares that are registered
in the  name  of a  nominee  to the  extent  such  owner  is  recognized  by the
corporation as the shareholder as provided in section 7-107-204.

"Shareholder" means either a record shareholder or a beneficial shareholder.

7-133-102 RIGHT TO DISSENT.-(1) A shareholder,  whether or not entitled to vote,
is entitled to dissent and obtain payment of the fair value of the shareholder's
shares in the event of any of the following corporate actions:

         (a)  Consummation  of a plan of merger to which  the  corporation  is a
party if:

Approval by the  shareholders of that  corporation is required for the merger by
section 7-111-103 or 7-111-104 or by the articles of incorporation; or

The corporation is a subsidiary that is merged with its parent corporation under
section  7-111-104;

         (b)  Consummation  of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;


                                       14
<PAGE>

         (c) Consummation of a sale,  lease,  exchange,  or other disposition of
all, or  substantially  all,  of the  property  of the  corporation  for which a
shareholder vote is required under section 7-112-102 (1); and

         (d)  consummation of a sale,  lease,  exchange or other  disposition of
all, or  substantially  all,  of the  property  of an entity  controlled  by the
corporation if the  shareholders of the  corporation  were entitled to vote upon
the  consent  of  the  corporation  to  the  disposition   pursuant  to  section
7-112-102(2).

         (1.3) A  shareholder  is not  entitled to dissent  and obtain  payment,
under  subsection  (1) of this  section,  of the fair value of the shares of any
class or series of shares  which  either  were  listed on a national  securities
exchange  registered  under the federal  "Securities  Exchange Act of 1934",  as
amended,  or on the  national  market  system  of the  National  Association  of
Securities  Dealers  Automated  Quotation System, or were held of record by more
than two thousand shareholders, at the time of:

         The  record  date  fixed  under  section  7-107-107  to  determine  the
         shareholders entitled to receive notice of the shareholders' meeting at
         which the corporate action is submitted to a vote;

         The record date fixed under section 7-107-104 to determine shareholders
         entitled to sign writings consenting to the corporate action; or

         The effective date of the corporate  action if the corporate  action is
         authorized other than by a vote of shareholders.

                                       15
<PAGE>

         (1.8) The  limitation  set forth in  subsection  (1.3) of this  section
         shall not apply if the shareholder  will receive for the  shareholder's
         shares, pursuant to the corporate action, anything except:

Shares of the  corporation  surviving the  consummation of the plan of merger or
share exchange;

Shares  of any  other  corporation  which at the  effective  date of the plan of
merger or share exchange either will be listed on a national securities exchange
registered  under the federal  "Securities Act of 1934",  as amended,  or on the
national  market  system  of the  National  Association  of  Securities  Dealers
Automated  Quotation System, or will be held of record by more than two thousand
shareholders;

         Cash in lieu of fractional shares; or

         Any  combination of the foregoing  described  shares or cash in lieu of
         fractional shares.

         (2.5) A  shareholder,  whether or not entitled to vote,  is entitled to
dissent and obtain payment of the fair value of the shareholder's  shares in the
event of a  reverse  split  that  reduces  the  number  of  shares  owned by the
shareholder  to a  fraction  of a share or to scrip if the  fractional  share or
scrip so created is to be acquired  for cash or the scrip is to be voided  under
section 7-106-104.

         (3) A shareholder is entitled to dissent and obtain payment of the fair
value of the  shareholder's  shares in the event of any corporate  action to the
extent provided by the bylaws or a resolution of the board of directors.

         (4) A  shareholder  entitled  to  dissent  and obtain  payment  for the
shareholder's  shares under this article may not challenge the corporate  action
creating  such  entitlement  unless the action is  unlawful or  fraudulent  with
respect tot he shareholder or the corporation.

7-113-103  DISSENT BY NOMINEES AND BENEFICIAL  OWNERS.-(1) A record  shareholder
may assert  dissenters' rights as to fewer than all the shares registered in the
record  shareholder's name only if the record shareholder  dissents with respect
to all shares beneficially owned by any one person and causes the corporation to
receive  written  notice which states such  dissent and the name,  address,  and
federal taxpayer  identification  number, if any, of each person on whose behalf
the  record  shareholder  asserts  dissenters'  rights.  The  rights of a record
shareholder  under this  subsection  (1) are  determined  as if the shares as to
which  the  record  shareholder  dissents  and the other  shares  of the  record
shareholder were registered in the names of different shareholders.

         (2) A beneficial  shareholder may assert  dissenters'  rights as to the
shares held on the beneficial shareholder's behalf only if;

         The beneficial shareholder causes the corporation to receive the record
         shareholder's  written  consent to the  dissent not later than the time
         the beneficial shareholder asserts dissenters' rights; and

         The  beneficial   shareholder  dissents  with  respect  to  all  shares
         beneficially owned by the beneficial shareholder.

         (3)  The  corporation  may  require  that,  when a  record  shareholder
dissents  with  respect  to the  shares  held  by any  one  or  more  beneficial
shareholders,  each such beneficial  shareholder must certify to the corporation
that  the  beneficial   shareholder   and  the  record   shareholder  or  record
shareholders of all the shares owned beneficially by the beneficial  shareholder


                                       16
<PAGE>

have asserted,  or will timely assert,  dissenters' rights as to all such shares
as to which  there is no  limitation  on the  ability  to  exercise  dissenters'
rights.  Any such  requirement  shall be stated in the dissenters'  notice given
pursuant to section 7-113-203.

                                     PART 2

                  Procedure for Exercise of Dissenters' Rights

7-113-201  NOTICE OF  DISSENTERS'  RIGHTS.-(1)  If a proposed  corporate  action
creating  dissenters' rights under section 7-113-102 is submitted to a vote at a
shareholders'  meeting,  the  notice  of  the  meeting  shall  be  given  to all
shareholders,  whether or not  entitled  to vote.  The notice  shall  state that
shareholders  are or may be entitled  to assert  dissenters'  rights  under this
article and shall be accompanied by a copy of this article and the materials, if
any, that,  under articles 101 to 117 of this title, are required to be given to
shareholders entitled to vote on the proposed action at the meeting.  Failure to
give notice as provided by this subsection (1) shall not affect any action taken
at the  shareholders'  meeting for which the notice was to have been given,  but
any  shareholder  who was  entitled to dissent but who was not given such notice
shall not be precluded from demanding payment for the shareholders' shares under
this  article  by  reason  of the  shareholder's  failure  to  comply  with  the
provisions of section 7-113-202(1).

         (2) If a proposed  corporate action creating  dissenters'  rights under
section  7-113-102 is authorized  without a meeting of shareholders  pursuant to
section 7-101-104,  any written or oral solicitation of a shareholder to execute
a writing  consenting to such action  contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters'  rights under this article,  by a copy of this
article,  and by the materials,  if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders  entitled to vote on
the  proposed  action  if the  proposed  action  were  submitted  to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
shall not affect any action taken  pursuant to section  7-107-104  for which the
notice was to have been given,  but any  shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding  payment
for the  shareholders'  shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202(2).

7-113-202 NOTICE OF INTENT TO DEMAND PAYMENT.-(1) If a proposed corporate action
creating  dissenters' rights under section 7-113-102 is submitted to a vote at a
shareholders' meeting and if notice of dissenters' rights has been given to such
shareholder in connection  with the action pursuant to section  7-113-201(1),  a
shareholder who wishes to assert dissenters' rights shall:

         Cause the  corporation  to receive,  before the vote is taken,  written
         notice  of the  shareholder's  intention  to  demand  payment  for  the
         shareholder's  shares if the proposed  corporate action is effectuated;
         and
         Not vote the share in favor of the proposed corporate action.

         (2) If a proposed  corporate action creating  dissenters'  rights under
section  7-113-102 is authorized  without a meeting of shareholders  pursuant to
section  7-107-104  and if notice of  dissenters'  rights has been given to such
shareholder  in connection  with the action  pursuant to section  7-113-201(2) a
shareholder who wishes to assert  dissenters' rights shall not execute a writing
consenting to the proposed corporate action.

         (3) A shareholder  who does not satisfy the  requirements of subsection
(1)  or (2)  of  this  section  is  not  entitled  to  demand  payment  for  the
shareholder's shares under this article.


                                       17
<PAGE>

7-113-203  DISSENTERS'  NOTICE.-(1)  If a  proposed  corporate  action  creating
dissenters' rights under section 7-113-102 is authorized,  the corporation shall
give a written dissenters' notice to all shareholders who are entitled to demand
payment for their shares under this article.

         (2) The  dissenters'  notice required by subsection (1) of this section
shall be given no later than ten days after the effective  date of the corporate
action creating dissenters' rights under section 7-113-102 and shall:

         State that the corporate  action was authorized and state the effective
         date or proposed effective date of the corporate action;

         state an address at which the corporation  will receive payment demands
         and the address of a place where  certificates for certificated  shares
         must be deposited;

         Inform holders of uncertificated  shares to what extent transfer of the
         shares will be restricted after the payment demand is received;

         Supply a form  for  demanding  payment,  which  form  shall  request  a
         dissenter to state an address to which payment is to be made;

         Set the date by which the  corporation  must receive the payment demand
         and certificates for certificated  shares, which date shall not be less
         than thirty days after the date the notice  required by subsection  (1)
         of this section is given;

         State the  requirement  contemplated in section  7-113-103(3),  if such
         requirement is imposed; and

         Be accompanied by a copy of this article.

7-113-204  PROCEDURE  TO  DEMAND  PAYMENT.-(1)  A  shareholder  who is  given  a
dissenters'  notice  pursuant  to  section  7-113-203  and who  wishes to assert
dissenters'  rights  shall,  in  accordance  with the  terms of the  dissenters'
notice:


         Cause the  corporation  to receive a payment  demand,  which may be the
         payment demand form  contemplated  in section  7-113-203  (2)(d),  duly
         completed, or may be stated in another writing and;

         Deposit the shareholder's certificates for certificated shares.

         (2) A shareholder who demands payment in accordance with subsection (1)
of this  section  retains  all  rights  of a  shareholder,  except  the right to
transfer the shares,  until the effective date of the proposed  corporate action
giving rise to the shareholder's exercise of dissenters' rights and has only the
right to  receive  payment  for the  shares  after  the  effective  date of such
corporate action.

         (3) Except as provided in section  7-113-207  or  7-113-209(1)(b),  the
demand for payment and deposit of certificates are irrevocable.

         (4)  A  shareholder  who  does  not  demand  payment  and  deposit  the
shareholder's  share  certificates  as  required by the date or dates set in the
dissenters' notice is not entitled to payment for the shares under this article.


                                       18
<PAGE>

7-113-205 UNCERTIFICATED  SHARES.-(1) Upon receipt of a demand for payment under
section 7-113-204 from a shareholder holding  uncertificated shares, and in lieu
of the deposit of  certificates  representing  the shares,  the  corporation may
restrict the transfer thereof.

         (2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.

7-113-206.  PAYMENT.-(1)  Except as  provided  in  section  7-113-208,  upon the
effective date of the corporate action creating dissenters' rights under section
7-113-1-2 or upon  receipt of a payment  demand  pursuant to section  7-113-204,
whichever is later,  the corporation  shall pay each dissenter who complied with
section  7-113-204,  at the address stated in the payment demand,  or if no such
address  is  stated  in  the  payment  demand,  at  the  address  shown  on  the
corporation's  current record of shareholders for the record shareholder holding
the  dissenter's  shares,  the amount the  corporation  estimates to be the fair
value of the dissenter's shares, plus accrued interest.

         (2) The payment made pursuant to  subsection  (1) of this section shall
be accompanied by:

         (1)      The  corporation's  balance  sheet  as of the end of its  most
                  recent  fiscal  year  or,  if  that  is  not  available,   the
                  corporation's  balance  sheet as of the end of a  fiscal  year
                  ending  not  more  than  sixteen  months  before  the  date of
                  payment,  an  income  statement  for that  year,  and,  if the
                  corporation    customarily   provides   such   statements   to
                  shareholders,  a statement of changes in shareholders'  equity
                  for that  year and a  statement  of cash  flow for that  year,
                  which balance sheet and statements  shall have been audited if
                  the  corporation   customarily   provides  audited   financial
                  statements to  shareholders,  as well as the latest  available
                  financial  statements,  if any,  for the interim or  full-year
                  period, which financial statements need not be audited;

         (2)      A statement of the corporation's estimate of the fair value of
                  the shares;

         (3)      An explanation of how the interest was calculated;

         (4)      A statement of the  dissenter's  right to demand payment under
                  section 7-113-209; and

         (5)      A copy of this article.

7-113-207  FAILURE TO TAKE  ACTION.-(1)  If the effective  date of the corporate
action creating dissenters' rights under section 7-113-102 does not occur within
sixty days after the date set by the corporation by which the  corporation  must
receive the payment  demand as provided in section  7-113-203,  the  corporation
shall return the deposited  certificates  and release the transfer  restrictions
imposed on uncertificated shares.

         (2) If the effective date of the corporate action creating  dissenters'
rights under section 7-113-102 occurs more than sixty days after the date set by
the  corporation  by which the  corporation  must receive the payment  demand as
provided in section 7-113-203, then the corporation shall send a new dissenters'
notice,  as  provided  in  section  7-113-203,  and the  provisions  of  section
7-113-204 to 7-113-209 shall again be applicable.


                                       19
<PAGE>

7-113-208 SPECIAL  PROVISIONS  RELATING TO SHARES ACQUIRED AFTER ANNOUNCEMENT OF
PROPOSED  CORPORATE  ACTION.-(1) The corporation may, in or with the dissenters'
notice  given  pursuant  to  section  7-113-203,  state  the  date of the  first
announcement  to news  media or to  shareholders  of the  terms of the  proposed
corporate action creating  dissenters'  rights under section 7-113-102 and state
that the dissenter shall certify in writing,  in or with the dissenter's payment
demand under section  7-113-204,  whether or not the dissenter (or the person on
whose behalf dissenters' rights are asserted) acquired  beneficial  ownership of
the shares  before  that date.  With  respect to any  dissenter  who does not so
certify in writing,  in or with the payment  demand,  that the  dissenter or the
person  on whose  behalf  the  dissenter  asserts  dissenters'  rights  acquired
beneficial  ownership of the shares before such date,  the  corporation  may, in
lieu of making the  payment  provided in section  7-113-206,  offer to make such
payment if the dissenter agrees to accept it in full satisfaction of the demand.

         (2) An offer to make payment under subsection (1) of this section shall
include or be accompanied by the information required by section 7-113-206(2).


7-113-209  PROCEDURE IF DISSENTER IS  DISSATISFIED  WITH PAYMENT OR OFFER.-(1) A
dissenter  may give  notice to the  corporation  in writing  of the  dissenter's
estimate  of the fair  value of the  dissenter's  shares  and of the  amount  of
interest  due and may demand  payment of such  estimate,  less any payment  made
under  section  7-113-206,  or reject  the  corporation's  offer  under  section
7-113-208  and demand  payment of the fair value of the shares and interest due,
if:

         (1)      The  dissenter  believes  that the amount  paid under  section
                  7-113-206 or offered under section  7-113-208 is less than the
                  fair  value  of the  shares  or  that  the  interest  due  was
                  incorrectly calculated;

         (2)      The corporation  fails to make payment under section 7-113-206
                  within  sixty  days after the date set by the  corporation  by
                  which the corporation must receive the payment demand; or

         (3)      The corporation does not return the deposited  certificates or
                  release the transfer  restrictions  imposed on  uncertificated
                  shares as required by section 7-113-207(1).

         (2) A dissenter  waives the right to demand  payment under this section
unless the dissenter  causes the  corporation to receive the notice  required by
subsection (1) of this section within thirty days after the corporation  made or
offered payment for the dissenter's shares.



                                       20
<PAGE>

                             BOULDER BREWING COMPANY
                              211 West Wall Street
                                 Midland, Texas

                          PROXY SOLICITED BY MANAGEMENT
                          -----------------------------

           Special Meeting of Stockholders to be held August 24, 2001

THE  UNDERSIGNED  hereby  appoints  Glenn A. Little and Matthew Blair proxy with
full power of substitution, to vote all shares of the undersigned at the Special
Meeting of Stockholders of Boulder Brewing Company, (the "Company"),  to be held
at the  Company's  offices at 211 West Wall Street,  Midland Texas on August 24,
2001 at 5:00 o'clock in the afternoon,  and all adjournments  thereof,  upon the
following matters:

         1.       Election  of  Glenn  A.  Little,  Matthew  Blair  and  Michael
                  Lawrence as  directors  to hold  office  until the next annual
                  election  of   directors  by   shareholders   or  until  their
                  respective  successors  have been duly  elected and shall have
                  qualified;

         2.       Ratification of the  appointment of Scott W. Hatfield,  C.P.A,
                  as the Company's independent auditors, to examine the accounts
                  of the Company for the fiscal year ending December 31, 2001;

         3.       Effecting of a 1:5 reverse split of the currently  outstanding
                  shares of the Company's Common Stock; and

         4.       Changing the Company's state of incorporation from Colorado to
                  Nevada

                        PROPOSAL 1: ELECTION OF DIRECTORS

Each director  elected at the Special Meeting will hold office until a successor
is elected and  qualified  at the next  Annual  Meeting,  or until the  director
resigns, is removed or becomes  disqualified.  Unless marked otherwise,  proxies
received  will be voted FOR the  election  of each of Glenn A.  Little,  Matthew
Blair and Michael Lawrence.

Instructions:
To withhold authority to vote for any individual nominee(s) write that Nominee's
name in the space provided below.
- -----------------------    -----------------------    --------------------------

         PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The Board of Directors of the Company has selected  Scott W. Hatfield CPA as the
independent  auditors  for the Company for the fiscal year ending  December  31,
2001.

         FOR (   )     AGAINST (    )     ABSTAIN (    )    [Check One]


PROPOSAL 3: EFFECTING A 1:5 REVERSE SPLIT OF THE COMPANY'S CURRENTLY OUTSTANDING
SHARES OF COMMON STOCK

         FOR (   )     AGAINST (    )     ABSTAIN (    )    [Check One]


PROPOSAL 4:  CHANGING THE  COMPANY'S  STATE OF  INCORPORATION  FROM  COLORADO TO
NEVADA

         FOR (   )     AGAINST (    )     ABSTAIN (    )    [Check One]


                                       21
<PAGE>

The  shares   represented   hereby  will  be  voted  in   accordance   with  the
specifications  of this proxy.  If not otherwise  specified,  the Proxy is to be
voted in  favor of all four  proposals.  Attendance  of the  undersigned  at the
Special  Meeting or any adjourned  session  thereof will not be deemed to revoke
the Proxy unless the undersigned  shall indicate at the meeting the intention of
the undersigned to vote said shares in person.

Dated: July , 2001


- ------------------------   ---------------------------         ----------------
Name (Please Print         Signature                           Amount of Shares

- ------------------------   ---------------------------         ----------------
Name (Please Print         Signature                           Amount of Shares

Please sign  exactly as your shares are  registered.  For joint  accounts,  each
co-owner  should  sign.  When  signing in a fiduciary  representative  capacity,
please give your full title as such.

PLEASE FILL IN, DATE,  SIGN AND RETURN THIS PROXY TO THE COMPANY IN THE ENCLOSED
ENVELOPE.













                                       22






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