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<SEC-DOCUMENT>0001010549-02-000613.txt : 20021024
<SEC-HEADER>0001010549-02-000613.hdr.sgml : 20021024
<ACCEPTANCE-DATETIME>20021024154414
ACCESSION NUMBER:		0001010549-02-000613
CONFORMED SUBMISSION TYPE:	10KSB/A
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20021024

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:		10KSB/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		02797377

	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>10KSB/A
<SEQUENCE>1
<FILENAME>boulder10ksba123101.txt
<TEXT>

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                 Form 10 - KSB/A
                                 Amendment No. 1


[x]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934

                   For the fiscal year ended December 31, 2001

[ ]    TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT  OF 1934

                         Commission File Number 0-12536

                           Boulder Acquisitions, Inc.
                 (Name of small business issuer in its charter)

Nevada                                                               84-0820212
(State or other Jurisdiction of            (I.R.S.  Employee Identification No.)
Incorporation or Organization)

                       211 West Wall, Midland, Texas 79701
               (Address of principal executive offices) (zip code)

                                 (915) 682-1761
                (Company's telephone number, including area code)

                Securities registered under Section 12 (b) of the
                                 Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock $.001 par value

Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No
                                                             ---   ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended December 31, 2001, was $0.

The aggregate market value of voting common equity held by  non-affiliates as of
December 31, 2001 was approximately $190,325, using the closing historical price
as quoted on www.edreyfus.com

As of January 9, 2002,  there were 83,790,700  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes    No X
                                                   ---   ---

                                                                               1

<PAGE>


                           BOULDER ACQUISITIONS, INC.
                                TABLE OF CONTENTS



                                                                     Page Number
                                                                     -----------
Part I

Item 1 - Description of Business                                           3
Item 2 - Description of Property                                           5
Item 3 -   Legal Proceedings                                               5
Item 4 -   Submission of Matters to a Vote of Security Holders             5

Part II

Item 5 -   Market for Company's Common Stock and Related
            Stockholders Matters                                           5
Item 6 -   Management's Discussion and Analysis or
            Plan of Operation                                              5
Item 7 -   Index to Financial Statements                                  F-1
Item 8 -   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosures                        9

Part III

Item 9 -   Officers and Directors                                          9
Item 10 - Executive Compensation                                          10
Item 11 - Security Ownership of Certain Beneficial Owners
           And Management                                 10
Item 12 - Certain Relationships and Related Transactions                  10
Item 13 - Exhibits and Reports on 8-K                                     10

Signatures                                                                11




                                                                               2

<PAGE>


                  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-KSB  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.


PART I

Item 1 - Description of Business

Boulder  Brewing  Company  was  incorporated  in May 8, 1980 and  operated  as a
microbrewery  of  various  beers.   The  Company  filed  in  1983  a  Form  S-18
Registration  Statement (SEC File Number  2-84351-D) and a Form S-1 Registration
Statement in 1987 (SEC File Number 33-16287).

In 1984 the  company  started to  construct  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 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.

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.

The Company intends to comply with the periodical reporting  requirements of the
Securities  Exchange Act of 1934 and to seek to complete a business  acquisition
transaction.

The Company may be referred to as a shell  corporation  and once  trading on the
NASD  Bulletin  Board,  a  trading  and  reporting  shell   corporation.   Shell
corporations  have zero or nominal  assets and typically no stated or contingent
liabilities.  Private  companies  wishing to become publicly trading may wish to
merge with a shell (a reverse  merger)  whereby the  shareholders of the private
Company become the majority of the  shareholders  of the combined  Company.  The
private  Company may  purchase  for cash all or a portion of the common share of
the shell  corporation  from its major  stockholders.  Typically,  the Board and
officers  of the  private  Company  become  the new  Board and  officers  of the
combined  Company and often the name of the private  Company becomes the name of
the combined Company.


                                                                               3

<PAGE>

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  At the present time, the Company has
not identified  any business  opportunity  that it plans to pursue,  nor has the
Company  reached  any  agreement  or  definitive  understanding  with any person
concerning an acquisition.

It is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell  entity.  No assurance can be given that the Company will be successful
in finding or  acquiring a  desirable  business  opportunity,  given the limited
funds that are  expected  to be  available  for  acquisitions.  Furthermore,  no
assurance can be given that any acquisition,  which does occur, will be on terms
that are favorable to the Company or its current stockholders.

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy,  either  currently or in the  reasonably  near future,  the
minimum  tangible  asset  requirement  in order to qualify shares for trading on
NASDAQ or on an  exchange  such as the  American  Stock  Exchange.  The  Company
anticipates that the business  opportunities  presented to it will (i) either be
in the process of formation,  or be recently  organized  with limited  operating
history or a history of losses  attributable  to  under-capitalization  or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market,  or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other  similar  characteristics.  The  Company  intends  to  concentrate  its
acquisition  efforts  on  properties  or  businesses  that  it  believes  to  be
undervalued  or that it believes  may realize a  substantial  benefit from being
publicly  owned.  Given the above  factors,  investors  should  expect  that any
acquisition  candidate may have little or no operating history,  or a history of
losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of its limited resources.  This included
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the  availability of such  opportunities,  economic  conditions,  and
other factors.

Any  entity,  which has an interest in being  acquired  by, or merging  into the
Company, is expected to be an entity that desires to become a public Company and
establish a public trading market for its securities.  In connection with such a
merger or acquisition,  it is highly likely that an amount of stock constituting
control of the Company  would  either be issued by the  Company or be  purchased
from the current  principal  stockholders of the Company by the acquiring entity
or  its   affiliates.   If  stock  is  purchased  from  the  current   principal
stockholders,  the transaction is very likely to be a private transaction rather
than a public  distribution  of  securities,  but is also  likely  to  result in
substantial  gains  to the  current  principal  stockholders  relative  to their
purchase price for such stock. In the Company's  judgment,  none of the officers
and directors  would  thereby  become an  underwriter  within the meaning of the
Section  2(11)  of the  Securities  Act of  1933,  as  amended  as  long  as the
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business opportunity.
In the event of such a  resignation,  the  Company's  current  management  would
thereafter have no control over the conduct of the Company's business.

                                                                               4

<PAGE>



It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The  Company  does not foresee  that it will enter into a merger or  acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the forgoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  Company  and its  stockholders,  the  Company is, in general,
permitted by Nevada law to enter into a transaction if:

     The material facts as to the  relationship or interest of the affiliate and
     as to the contract or  transaction  are disclosed or are known to the Board
     of Directors, and the Board in good faith authorizes,  approves or ratifies
     the contract or  transaction by the  affirmative  vote of a majority of the
     disinterested directors, even though the disinterested directors constitute
     less than a quorum; or

     The material facts as to the  relationship or interest of the affiliate and
     as to the  contract  or  transaction  are  disclosed  or are  known  to the
     stockholders  entitled to vote thereon,  and the contract or transaction is
     specifically authorized,  approved or ratified in good faith by vote of the
     stockholders;  or the contract or  transaction is fair as to the Company as
     of the  time it is  authorized,  approved  or  ratified,  by the  Board  of
     Directors or the stockholders.


Item 2 - Description of Property

The Company has no property  and  currently  maintains a mailing  address at 211
West Wall,  Midland,  Texas 79701. The Company's telephone number there is (915)
682-1761.  Other than this  mailing  address,  the  Company  does not  currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the  mailing  address or use of office
facilities.


Item 3 - Legal Proceedings

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


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

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

1)   Election of Directors

       Glenn A. Little    For: 67,493,253  Against: 0         Abstain: 0
       Matthew Blair      For: 67,493,253  Against: 0         Abstain: 0
       Michael Lawrence   For: 67,428,253  Against: 65,000    Abstain: 0

2)   Appointment of S. W. Hatfield, CPA as Independent Auditor for the Company

                          For: 67,055,153  Against: 95,000    Abstain: 343,100

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

                          For: 64,063,915  Against: 1,822,500 Abstain: 1,606,878


                                                                               5

<PAGE>

4)   Change the venue of incorporation from Colorado to Nevada

                          For: 64,145,928  Against: 789,750   Abstain: 2,557,575
PART II

Item 5 - Market for Company's Common Stock and Related Stockholder Matters

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.

As of January 9, 2001,  there were 83,790,700  shares of $0.001 par value common
stock (the "Common Stock") of the Company outstanding and owned by approximately
3,033 shareholders of record.

During 2001,  the Company filed a request for clearance of quotations on the OTC
Bulletin Board under SEC Rule 15c2-11,  Subsection  (a)(5) with NASD  Regulation
Inc. A Clearance Letter was issued to Boulder Acquisitions, Inc. in October 2001
and the Company was issued its trading symbol BACQ.  The Company's  first posted
trade was  conducted  on  October  23,  2001.  The quoted  market  prices of the
Company's common stock on the NASDAQ Electronic  Bulletin Board, per data listed
by National Quotation Bureau, Inc., are as follows:

                                                         High           Low
                                                       --------       --------

     Fourth quarter 2001                                $0.025         $0.008


Dividend policy
- ---------------

The Company has never paid or declared a cash dividend on its common stock.  The
Board of  Directors  does not  intend to declare  or pay cash  dividends  in the
foreseeable future. It is the current policy to retain all earnings,  if any, to
support future growth and expansion.

Recent Sales of Unregistered Securities

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

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


Item 6 - Management's Discussion and Analysis or Plan of Operation

The Company had no operating  revenue  during the years ended  December 31, 2001
and 2000, respectively.


                                                                               6

<PAGE>

General and  administrative  expenses for the years ended  December 31, 2001 and
2000 were  approximately  $18,000 and $-0-,  respectively.  The Company received
interest  income of  approximately  $200  during  2001 as a result  of  invested
working  capital  funds.  Additionally,  due to  the  negotiated  settlement  of
delinquent trade accounts payable, the Company experienced a one-time,  non-cash
gain on  settlement  of  approximately  $76,740.  Net  income for the year ended
December  31, 2001 was  approximately  $58,600.  Earnings per share for the year
ended  December  31,  2001  was  $0.00  on  the  39,900,289  post-reverse  split
weighted-average  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 December 31, 2001 and 2000, respectively,  the Company had working capital of
approximately $1,900 and $ -0-, respectively.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

The current  management  group intends to actively to seek,  investigate and, if
warranted,  acquire  an  interest  in  one or  more  business  opportunities  or
ventures.  As of the  date  hereof,  the  Company  has  divested  itself  of all
operating   assets  and  has  no  business   opportunities   or  ventures  under
contemplation   for   acquisition   but   proposes  to   investigate   potential
opportunities in the form of investors or entrepreneurs with a concept which has
not yet been placed in operation,  or in the form of firms which are  developing
companies in need of limited additional funds for expansion into new products or
services, and which are seeking to develop a new product or service. The Company
may also seek out established  businesses which may be experiencing financial or
operational  difficulties and are in need of the limited  additional capital the
Company could provide.  The Company  anticipates that it will seek to merge with
an  existing  business.  After the  merger,  the  surviving  entity  will be the
Company;  however,  management  from the acquired  entity will in all likelihood
operate the Company.  There is, however,  a remote  possibility that the Company
may seek to acquire and operate an ongoing business,  in which case the existing
management  might be  retained.  Due to the  absence  of capital  available  for
investment by the Company, the types of businesses seeking to be acquired by the
Company  will no  doubt be  smaller  and  higher  risks  of  businesses.  In all
likelihood,  a business  opportunity  will involve the  acquisition of or merger
with a  corporation  which does not need  additional  cash but which  desires to
establish  a public  trading  market  for its  Common  Stock.  Accordingly,  the
Company's ability to acquire any business of substance may be extremely limited.


Operation of the Company

The Company  intends to search  throughout the United States,  Canada and Europe
for a  merger/acquisition  candidate,  however,  because of lack of capital, the
Company  believes  that  the  merger/acquisition  candidate  will be  conducting
business within a limited geographical area. In the event of a consummation of a
merger or acquisition with a suitable candidate,  it is highly probable that the
Company's  principal  offices will be  relocated  to the existing  office of the
merger or  acquisition  candidate.  Further the Company may also have offices at
such other places as the Board of Directors  may from time to time  determine or
the future  business,  subsequent to the consummation of a merger or acquisition
of the Company may require.


                                                                               7

<PAGE>

The Officers and Directors will  personally seek  acquisition/merger  candidates
and/or orally contact individuals or broker(s)/dealer(s)  and advise them of the
availability  of the Company as an  acquisition  candidate.  The  Officers  will
review material furnished them by the proposed merger/acquisition  candidate and
decide if a  merger/acquisition  is in the best interests of the Company and its
shareholders.  The  proposed  merger/acquisition  will then be  submitted to all
stockholders for approval if required by Nevada statue.

The Company may also employ outside  consultants,  however,  no such consultants
will be engaged  until a  merger/acquisition  candidate has been targeted by the
Company.  Management  believes  that it is  impossible  to consider the specific
criteria that will be used to hire consultants; however, several of the criteria
may include the consultant's  relevant experience,  the services to be provided,
the term of service  required  by the  Company.  Management  cannot  predict the
probability that management will recommend any specific consultant(s) for future
use. As of the filing of this document,  the Company has not had any discussions
with or executed agreements with any outside consultants.

Other than  disclosed  herein,  there are no other plans for  accomplishing  the
business purpose of the Company.

Selection of Opportunities

The analysis of new business  opportunities  will be  undertaken by or under the
supervision  of the  Officers and  Directors  of the Company,  none of whom is a
professional  business  analyst  and have  limited  training  or  experience  in
business analysis. Inasmuch as the Company will have no funds available to it in
its search for business opportunities and ventures, the Company will not be able
to expend  significant funds on a complete and exhaustive  investigation of such
business  opportunity.  The Company will,  however,  investigate,  to the extent
believed  reasonable by Management,  such potential  business  opportunities  or
ventures.

As a part of the  Company's  investigation,  the Officers and Directors may meet
personally with management and key personnel of the firm sponsoring the business
opportunity,  may visit and inspect plants and  facilities,  obtain  independent
analysis or verification of certain  information  provided,  check references of
management and key personnel, and conduct other reasonable arrangements,  to the
extent of the Company's limited financial resources and management and technical
expertise.

Prior to making a decision  to  recommend  to  shareholders  participation  in a
business  opportunity or venture,  the Company will generally request that it be
provided with written materials  regarding the business  opportunity  containing
such  items  as  a  description  of  products,  services  and  company  history;
management resumes;  financial  information;  available  projections with elated
assumptions upon which the projections were based; evidence of existing patents,
trademarks or service  marks or rights  thereto;  present and proposed  forms of
compensation  to  management;   a  description  of   transactions   between  the
prospective  entity and its affiliates during relevant periods; a description of
resent and required facilities; an analysis of risks and competitive conditions;
and, other information deemed relevant.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting,  and execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and costs for accountants, attorneys and others. If a decision is made
not to participate in a specific  business  opportunity,  the costs  theretofore
incurred in the related  investigation  would not be  recoverable.  Furthermore,
even if an agreement  is reached for the  participation  in a specific  business
opportunity,  the failure to consummate that  transaction may result in the loss
to the Company of the costs incurred.

The  Company  will  have  unlimited  flexibility  in  seeking,   analyzing,  and
participating  in business  opportunities.  In its  efforts,  the  Company  will
consider the following kinds of factors:

     a)   Potential for growth, indicated by new technology,  anticipated market
          expansion or new products,
     b)   Competitive  position as  compared  to other firms  engaged in similar
          activities;
     c)   Strength of the merger/acquisition candidate's management;

                                                                               8

<PAGE>

     d)   Capital  requirements  and anticipated  availability of required funds
          from future  operations,  through the sale of  additional  securities,
          through joint ventures or similar  arrangements or from other sources;
          and
     e)   Other relevant factors.

Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.  Potential investors must recognize that due to
the Company's  limited  capital  available for  investigation  and  management's
limited  experience  in  business  analysis,  the  Company  may not  discover or
adequately evaluate adverse facts about the opportunity to be acquired.

The  Company  has not had any  substantive  conversations  and is not  currently
engaged in substantive  discussions  related to a proposed merger or acquisition
and,  further,  is unable to predict  when it may identify or  participate  in a
business  opportunity.  It  expects,  however,  that the  analysis  of  specific
proposals and the selection of a business opportunity may take several months or
more.

As of December 31, 2001,  management  has not  identified  any entity in which a
current  officer,  director or significant  shareholder has a direct or indirect
ownership  interest as a potential  merger or  acquisition  candidate.  Existing
corporate  policy is  silent to this  situation;  however,  it is the  intent of
management  to seek  candidates  in which  current  directors,  officers  and/or
significant shareholders do not have direct or indirect ownership interests.

Further, the consummation of a merger or acquisition  transaction may or may not
involve  the sale of  shares  of  common  stock  currently  held by  members  of
management,  directors or  significant  shareholders.  The terms and  conditions
related to any potential  sale of these shares may or may not be made  available
to other minority or non- controlling existing shareholders of the Company.

Prior to the consummation of any merger or acquisition, the Company will request
the  approval  of the  existing  shareholders  if  required  by  Nevada  statue.
Accordingly,  all shareholders  will be provided with the pertinent  information
related to the  proposed  merger or  acquisition,  including  audited  financial
statements, concerning the proposed target company of the merger or acquisition.

Additionally,  the  Company  will be subject  to all  disclosure  and  reporting
requirements  of The  Securities  and Exchange  Commission,  including,  but not
limited to, the filing of a Form 8-K Current  Report for the  disclosure  of any
pending  merger  or  acquisition  and the  dissemination  of  audited  financial
statements of the merger or acquisition candidate upon consummation.

Form of Acquisition

The manner in which the Company  participates in an opportunity will depend upon
the nature of the  opportunity,  the respective needs and desires of the Company
and the promoters of the opportunity,  and the relative  negotiating strength of
the Company and such  promoters.  The exact form or structure  of the  Company's
participation  in a business  opportunity  or venture will be dependent upon the
needs of the particular situation. The Company's participation may be structured
as an asset  purchase,  a lease, a license,  a joint venture,  a partnership,  a
merger or the acquisition of securities.

As set forth  above,  the Company may  acquire its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  in the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that,  in certain  circumstances,  the criteria for  determining
whether or not an  acquisition is a so-called  "tax free"  reorganization  under
Section  368(a)(1) of the Internal Revenue Code of 1976, as amended,  may depend
upon the issuance to the  shareholders of the acquired company of at least 80.0%
of  the  Common  Stock  of  the  combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other "tax free" provisions  provided under the Internal
Revenue Code, all prior shareholders may, in such circumstances, retain 20.0% or
less of the total issued and  outstanding  Common  Stock.  If such a transaction
were  available  to the  Company,  it will be  necessary  to obtain  shareholder



                                                                               9

<PAGE>

approval to effectuate a reverse stock split or to authorize  additional  shares
of Common  Stock prior to  completing  such  acquisition.  This could  result in
substantial  additional dilution to the equity of those who were shareholders of
the Company prior to such  reorganization.  Further,  extreme  caution should be
exercised by any investor relying upon any tax benefits in light of any existing
tax laws or any proposed  changes  thereto.  It is possible that no tax benefits
will exist at all.  Prospective  investors,  if any,  should  consult  their own
legal, financial and other business advisors.

In conjunction with a merger with or acquisition of a  privately-owned  company,
there  exists a  probability  that a  change  in  control  will  occur  upon the
consummation of the merger or  acquisition.  In order to make such a transaction
feasible,  it is  highly  probable  that  management  will  offer a  controlling
interest in the Company to any identified merger or acquisition candidate.

The present management and the current  shareholders of the Company may not have
control  of a  majority  of  the  voting  shares  of  the  Company  following  a
reorganization transaction. As part of such a transaction,  all or a majority of
the Company's  Directors  may resign and new Directors may be appointed  without
any vote by shareholders.

Present  shareholders  have not agreed to vote their respective shares of Common
Stock in accordance with the vote of the majority of all  non-affiliated  future
shareholders of the Company with respect to any business combination.

Not an "Investment Advisor"

The Company is not an "investment advisor" under the Federal Investment Advisers
Act  of  1940,  which   classification   would  involve  a  number  of  negative
considerations.  Accordingly, the Company will not furnish or distribute advise,
counsel,  publications,  writings, analysis or reports to anyone relating to the
purchase or sale of any  securities  within the language,  meaning and intent of
Section 2(a)(11) of the Investment Advisers Act of 1940, 15USC 80b2(a)(11).

Not an "Investment Company"

The Company may become involved in a business  opportunity through purchasing or
exchanging  the  securities  of such  business.  The  Company  does not  intend,
however,  to engage  primarily in such  activities  and is not  registered as an
"investment  company"  under the Federal  Investment  Company  Act of 1940.  The
Company believes such registration is not required.

The Company must conduct its  activities so as to avoid  becoming  inadvertently
classified  as a transient  "investment  company"  under the Federal  Investment
Company Act of 1940, which  classification would affect the Company adversely in
a number of respects.  Section 3(a) of the  Investment  Company Act provides the
definition of an  "investment  company"  which excludes an entity which does not
engage  primarily  in the  business  of  investing,  reinvesting  or  trading in
securities,  or which  does not engage in the  business  of  investing,  owning,
holding or trading  "investment  securities"  (defined as "all securities  other
than  United  States  government  securities  or  securities  of  majority-owned
subsidiaries")  the value of which  exceeds  forty  (40.0%)  of the value of its
total assets (excluding government securities,  cash or cash items). The Company
intends to  implement  its  business  plan in a manner  which will result in the
availability of this exemption from the definition of "investment company".  The
Company proposes to engage solely in seeking an interest in one or more business
opportunities or ventures.

Effective January 14, 1981, the U. S. Securities and Exchange Commission adopted
Rule  3a-2  which  deems  that an  issuer  is not  engaged  in the  business  of
investing, reinvesting, owning, holding or trading in securities for purposes of
Section  3(a)(1),  cited above,  if,  during a period of time not  exceeding one
year, the issuer has a bona fide intent to be engaged  primarily,  or as soon as
reasonably  possible  (in any event by the  termination  of a one year period of
time), in a business other that of investing,  reinvesting,  owning,  holding or
trading in  securities  and such intent is evidenced by the  Company's  business
activities and  appropriate  resolution of the Company's Board of Directors duly
adopted and duly recorded in the minute book of the Company. The Rule 3a-2 "safe
harbor" may not be relied on more than a single  time.  The  Company  expects to
have invested or committed  all, or  substantially  all, of the proceeds of this
public  offering  in  the  investigation   and/or   acquisition  of  a  business
opportunity  acquisition  within a year after  completion  of the  offering  and
thereafter to not encounter the  possibility of being  classified as a transient
investment company.

                                                                              10

<PAGE>


Item 7 - Index to Financial Statements

The  required  accompanying  financial  statements  begin  on  page  F-1 of this
document.


Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures

None



                                                                              11

<PAGE>

PART III

Item 9 - Officers and Directors

The directors and executive officers serving the Company are as follows:

   Name                            Age               Position Held and Tenure
   ----                            ---               ------------------------
Glenn Little                       48                   President, Director
Matthew Blair                      44             Secretary, Treasurer, Director

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall  within the range of five to ten hours per month.  There are no
agreements  or  understandings  for any  officer  or  director  to resign at the
request of another  person,  and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.

Biographical Information

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 of other inactive public  corporations having the
same business purpose as the Company.

Before founding LITCO, Mr. Little was a stockbroker with Howard, Weil, Labouisse
Friedrich in New Orleans and Midland 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.


Item 10 - Executive Compensation

There was no compensation paid during the Fiscal year ended December 31, 2001.

None of the Company's current officers or directors receives or has received any
salary  from  Company  during the  preceding  five years.  The Company  does not
anticipate  entering  into  employment  agreements  with any of its  officers or


                                                                              12

<PAGE>

directors in the near future.  Directors do not receive  compensation  for their
services as directors and are not reimbursed for expenses  incurred in attending
board meeting.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this  Registration  Statement,
the  number of  shares of Common  Stock  owned of  record  and  beneficially  by
executive officers, directors and persons who hold 5% or more of the outstanding
Common Stock of the Company.  Also included are the shares held by all executive
officers and directors as a group.

                                                                 % of Class
   Name and address                   Number of Shares        Beneficially Owned

Glenn A. Little                          60,000,000                71.61%
211 West Wall
Midland, Texas 79701

Matthew Blair                                0                      0.00%
200 West Wall, Suite 104
Midland, Texas 79701

All Directors and                        60,000,000                71.61%
Executive Officers (2 persons)


Item 12 - Certain Relationships and Related Transactions

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

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


Item 13 - Exhibits and Reports on Form 8-K

Exhibits:

     3.01 Agreement and Plan of Reorganization
     3.02 Minutes  of a Special  Meeting  of  Shareholders  of  Boulder  Brewing
          Company
     3.03 Nevada  Articles of Merger of Boulder  Brewing  Company  into  Boulder
          Acquisitions, Inc.
     3.04 Colorado  Articles  of Merger of Boulder  Brewing  Company and Boulder
          Acquisitions, Inc.
     3.05 Articles of Incorporation of Boulder Acquisitions, Inc.
     3.06 By-Laws of Boulder Acquisitions, Inc.

Reports on Form 8-K:
   None


                                                                              13

<PAGE>

                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                                      Boulder Acquisitions, Inc.

Dated: October 23, 2002                        By:      /s/ Glenn A. Little
       ----------------                           ------------------------------
                                                                 Glenn A. Little
                                              President, Chief Executive Officer
                                                    and Chief Accounting Officer


In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.


Dated: October 23, 2002                        By:    /s/ Glenn A. Little
       ----------------                          -------------------------------
                                                                 Glenn A. Little
                                                         President, Director and
                                                         Chief Executive Officer


Dated: October 23, 2002                           By:    /s/ Matthew Blair
       ----------------                            -----------------------------
                                                                   Matthew Blair
                                                                        Director


                                                                              14

<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                                    Contents


                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                          F-2

Financial Statements

   Balance Sheets
     as of December 31, 2001 and 2000                                       F-3

   Statements of Operations
     for the years ended December 31, 2001 and 2000                         F-4

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 2001 and 2000                         F-5

   Statements of Cash Flows
     for the years ended December 31, 2001 and 2000                         F-6

   Notes to Financial Statements                                            F-7




                                                                             F-1

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member:    Texas Society of Certified Public Accountants
           Press Club of Dallas



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
Boulder Acquisitions, Inc.
   (formerly Boulder Brewing Company)

We have audited the accompanying  balance sheets of Boulder  Acquisitions,  Inc.
(formerly  Boulder  Brewing  Company) (a Nevada  corporation) as of December 31,
2001 and 2000 and the related statements of operations and comprehensive income,
changes  in  shareholders'  equity  and cash flows for the each of the two years
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Boulder  Acquisitions,  Inc.
(formerly  Boulder  Brewing  Company) as of  December  31, 2001 and 2000 and the
results  of its  operations  and cash  flows for the each of the two years  then
ended, in conformity with generally  accepted  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.



                                                   S. W. HATFIELD, CPA
Dallas, Texas
January 9, 2002


                      Use our past to assist your future sm
(secure mailing address)                   (overnight delivery/shipping address)
P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                                                             F-2

<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                                 Balance Sheets
                           December 31, 2001 and 2000


                                                   December 31,    December 31,
                                                        2001            2000
                                                   ------------    ------------
                                     ASSETS
                                     ------
Current assets
   Cash on hand and in bank                        $      1,910    $       --
                                                   ------------    ------------

   Total current assets                                   1,910            --
                                                   ------------    ------------

Total Assets                                       $      1,910    $       --
                                                   ============    ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Liabilities
   Current liabilities
     Accounts payable - trade                      $       --      $    116,740
                                                   ------------    ------------

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


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                               (2,961,996)     (3,020,646)
                                                   ------------    ------------

   Total Shareholders' Equity (Deficit)                   1,910        (116,740)
                                                   ------------    ------------

   Total Liabilities and Shareholders' Equity      $      1,910    $       --
                                                   ============    ============



The accompanying notes are an integral part of these financial statements.
                                                                             F-3

<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                Statements of Operations and Comprehensive Income
                     Years ended December 31, 2001 and 2000


                                               Year ended      Year ended
                                              December 31,    December 31,
                                                   2001            2000
                                              ------------    ------------

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

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

     Total operating expenses                       18,296            --
                                              ------------    ------------

Income (Loss) from operations                      (18,296)           --

Other income
   Interest income                                     206            --
                                              ------------    ------------

Net Income (Loss) before Provision for
   Income Taxes and Extraordinary Item             (18,090)           --

Provision for income taxes                            --              --
                                              ------------    ------------

Net Income (Loss) before Extraordinary Item        (18,090)           --

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

Net Income (Loss)                                   58,650            --

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

Comprehensive Income (Loss)                   $     58,650    $       --
                                              ============    ============


Earnings per share of common stock
   outstanding computed on net income
   (loss), principally from discontinued
     operations - basic and fully diluted              nil             nil
                                              ============    ============

Weighted-average number of shares
   outstanding - basic and fully diluted        39,900,289      23,790,700
                                              ============    ============




The accompanying notes are an integral part of these financial statements.
                                                                             F-4

<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                  Statement of Changes in Shareholders' Equity
                     Years ended December 31, 2001 and 2000


                                       Common Stock               Additional
                                       ------------                paid-in      Accumulated
                                    Shares          Amount         capital        deficit          Total
                                 ------------    ------------    ------------   ------------    ------------
<S>                              <C>             <C>             <C>            <C>             <C>
Balances at
   January 1, 2000 -
   as reported                    118,953,529    $    118,953    $  2,784,953   $ (3,020,646)   $   (116,740)

Effect of August 24, 2001
   1 for 5 reverse stock split    (95,162,829)        (95,162)         95,162           --              --
                                 ------------    ------------    ------------   ------------    ------------

Balances at
   January 1, 2000 -
   as restated                     23,790,700          23,791       2,880,115     (3,020,646)       (116,740)

Net loss for the year                    --              --              --             --              --
                                 ------------    ------------    ------------   ------------    ------------

Balances at
   December 31, 2000               23,790,700          23,791       2,880,115     (3,020,646)       (116,740)

Private placement of
   common stock                    60,000,000          60,000            --             --            60,000

Net income for the year                  --              --              --           58,650          58,650
                                 ------------    ------------    ------------   ------------    ------------

   December 31, 2001               83,790,700    $     83,791    $  2,880,115   $ (2,961,996)   $      1,910
                                 ============    ============    ============   ============    ============
</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-5

<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)
                            Statements of Cash Flows
                     Years ended December 31, 2001 and 2000


                                                                          Year ended      Year ended
                                                                         December 31,    December 31,
                                                                              2001             2000
                                                                         ------------    -------------
<S>                                                                      <C>             <C>
Cash Flows from Operating Activities
   Net Income (Loss)                                                     $     58,650    $        --
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Forgiveness of trade accounts payable at settlement                    (76,740)            --
       Increase (Decrease) in Accounts payable - trade                        (40,000)            --
                                                                         ------------    -------------

Net cash used in operating activities                                         (58,090)            --
                                                                         ------------    -------------


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


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

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

Increase (Decrease) in Cash and Cash Equivalents                                1,910             --

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

Cash and cash equivalents at end of period                               $      1,910    $        --
                                                                         ============    =============

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

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


The accompanying notes are an integral part of these financial statements.
                                                                             F-6

<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.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.



                                                                             F-7

<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                    Notes to Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

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

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 2001 and 2000, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of December 31, 2001 and 2000,  the  deferred  tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

3.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,   whichever  is  later.   As  of  December  31,  2001  and  2000,
     respectively,  the Company has no outstanding  stock  warrants,  options or
     convertible  securities  which could be considered as dilutive for purposes
     of the loss per share calculation.


Note C - Fair Value of Financial Instruments

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


Note D - Advances from Controlling Shareholder

On January 8, 2001,  the Company's  controlling  shareholder  loaned the Company
$50,000 to support  operations,  settle  outstanding  trade accounts payable and
provide  working   capital.   The  advance  is  repayable  upon  demand  and  is
non-interest  bearing. On September 25, 2001, the shareholder executed a private
placement letter  converting this advance into 50,000,000  shares of restricted,
unregistered common stock.



                                                                             F-8

<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                    Notes to Financial Statements - Continued


Note E - Forgiveness of debt

In January 2001, the Company  negotiated  settlements to retire all  outstanding
trade accounts payable. The results of these negotiations resulted in a one-time
non-cash gain on settlement of approximately $76,700.


Note F - Income Taxes

The  components of income tax (benefit)  expense for the year ended December 31,
2001 and 2000, respectively, are as follows:

                                                     December 31,   December 31,
                                                          2001           2000
                                                     ------------   ------------
     Federal:
       Current                                       $       --     $       --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------
     State:
       Current                                               --             --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------

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

As of December  31, 2001,  as a result of a January 2001 change in control,  the
Company has a net operating loss carryforward of approximately $18,000 to offset
future taxable income.  Subject to current  regulations,  this carryforward will
begin to expire in 2021. The amount and  availability  of the net operating loss
carryforwards  may be subject to limitations  set forth by the Internal  Revenue
Code. Factors such as the number of shares ultimately issued within a three year
look-back  period;  whether  there is a deemed  more than 50  percent  change in
control; the applicable long-term tax exempt bond rate; continuity of historical
business;  and  subsequent  income  of the  Company  all enter  into the  annual
computation of allowable annual utilization of the carryforwards.

The Company's  income tax expense for the year ended December 31, 2001 and 2000,
respectively, are as follows:

                                                            December 31,    December 31,
                                                                 2001           2000
                                                            ------------    -----------
<S>                                                         <C>             <C>
Statutory rate applied to income before income taxes        $     19,941    $      --
Increase (decrease) in income taxes resulting from:
     State income taxes                                             --             --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward        (19,941)          --
                                                            ------------    -----------

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


                                                                             F-9

<PAGE>

                           Boulder Acquisitions, Inc.
                       (formerly Boulder Brewing Company)

                    Notes to Financial Statements - Continued


Note F - Income Taxes - continued

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of December 31, 2001 and 2000, respectively:

                                                    December 31,    December 31,
                                                         2001            2000
                                                    ------------    ------------
     Deferred tax assets
       Net operating loss carryforwards             $      6,200    $       --
       Less valuation allowance                           (6,200)           --
                                                    ------------    ------------

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


Note G - Common Stock Transactions

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

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

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




                (Remainder of this page left blank intentionally)




                                                                            F-10










</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>boulder10ksbex31123101.txt
<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>
                                                                    Exhibit 3.01
                                                                    ------------

                 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:

5.   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;

6.   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;

7.   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;

8.   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.

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)   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.

     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.

     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."


<PAGE>



     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.

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


<PAGE>

          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 person  requesting such exchange pay to
          the transfer  agent any transfer or other 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




<PAGE>



Dissenter's rights
- ------------------

Part I - Right of Dissent - Payment for Shares

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

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

     (2)  "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.

     (4)  "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.

     (5)  "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.

     (6)  "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.

     (7)  "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;

          (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:

<PAGE>


          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.

     (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

<PAGE>

          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   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 II - 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.

<PAGE>

     (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.

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.

7-113-205 - Uncertificated Shares

<PAGE>

     (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:

          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;

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

          An explanation of how the interest was calculated;

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

          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.

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

<PAGE>

          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:

          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;

          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

          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.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>boulder10ksbaex32123101.txt
<DESCRIPTION>MINUTES OF A SPECIAL MEETING OF SHAREHOLDERS
<TEXT>

                                                                    EXHIBIT 3.02
                                                                    ------------

                  MINUTES OF A SPECIAL MEETING OF SHAREHOLDERS
                                       OF
                             BOULDER BREWING COMPANY

                             HELD:   August 24, 2001

                             PLACE:  211 West Wall Street
                                     Midland, Texas 79701

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

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

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

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

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

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

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

         Mr.  Blair  advised that he, as  Inspector,  had examined the number of
shares  represented  by those  present  in person or  present  by proxy,  and he
thereupon  announced that the number of shares being  represented was 67,493,253
which is in excess of 29,738,383 shares, and that therefore a quorum was present
and that the Special Meeting could proceed.

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


<PAGE>

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

         The President  thereupon asked that the Inspector of Elections tabulate
the votes on Proposal  Number One. Mr. Blair reported that out of those eligible
to vote on  Proposal  Number  One,  67,493,253  shares  cast a vote for Glenn A.
Little,  as  Director,  67,493,253  shares  cast a vote for  Matthew  Blair as a
director,  67,055,153  shares cast a vote for Michael Lawrence as a director and
65,000 shares cast a vote against Michael Lawrence as a director.

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

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

         The President  thereupon asked that the Inspector of Elections tabulate
the votes on Proposal  Number Two. Mr. Blair reported that out of those eligible
to vote on Proposal  Number Two,  67,055,153  shares cast a vote in favor of the
Proposal as set out in the Proxy  Statement,  95,000  shares  voted  against and
343,100 shares abstained.

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

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

         The President  thereupon asked that the Inspector of Elections tabulate
the  votes on  Proposal  Number  Three.  Mr.  Blair  reported  that out of those
eligible  to vote on Proposal  Number  Three,  64,063,915  shares cast a vote in
favor of the Proposal as set out in the Proxy Statement,  1,822,500 shares voted
against and 1,606,878 shares abstained.

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

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

         Mr.  Little asked that the  Inspector of Elections  receive the vote of
Proposal  Number  Four,  to change the  Company's  state of  incorporation  from

<PAGE>

Colorado to Nevada.  He requested that anyone present wishing to vote by ballot,
to submit  ballots  which are  available  to the  Inspector of Elections at this
time.

         The President  thereupon asked that the Inspector of Elections tabulate
the votes on Proposal Number Four. Mr. Blair reported that out of those eligible
to vote on Proposal Number Four,  64,145,928  shares cast a vote in favor on the
Proposal as set out in the Proxy  Statement,  789,750  shares voted  against and
2,557,575 shares abstained.

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

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


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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>5
<FILENAME>boulder10ksbex33123101.txt
<DESCRIPTION>NEVADA ARTICLES OF MERGER
<TEXT>

                                                                    Exhibit 3.03
                                                                    ------------

                               ARTICLES OF MERGER
                                       OF
                             BOULDER BREWING COMPANY
                            (a Colorado corporation)
                                      INTO
                           BOULDER ACQUISITIONS, INC.
                             (a Nevada corporation)

       Pursuant to Section 190 Chapter 92A of the Nevada Revised Statutes

BOULDER ACQUISITIONS,  INC., a corporation organized and existing under the laws
of the State of Nevada, DOES HEREBY CERTIFY THAT:

FIRST:    Boulder Acquisitions,  Inc., the surviving corporation (the "Surviving
          Corporation") was incorporated in the State of Nevada. Boulder Brewing
          Company was  incorporated in the State of Colorado,  the laws of which
          state permit the merger of a Colorado  corporation  into a corporation
          organized under the laws of another state.

SECOND:   An Agreement  and Plan of Merger has been duly adopted by the Board of
          Directors of the Surviving  Corporation  and by the Board of Directors
          of Boulder Brewing Company.

THIRD:    The Agreement and Plan of Merger was approved by the unanimous written
          consent of the  stockholders  of the Surviving  Corporation and by the
          affirmative  vote of a majority of the stockholders of Boulder Brewing
          Company at a duly constituted special meeting of shareholders.

FOURTH:   No  amendment  to the  Articles  of  Incorporation  of  the  Surviving
          Corporation are made by reason of the Agreement and Plan of Merger.

FIFTH:    The  entire  plan of  merger  of  Boulder  Brewing  Company  into  the
          Surviving  corporation is not set forth herein but is set forth in the
          Agreement and Plan of Merger, a complete  executed copy of which is on
          file at the place of business of the Surviving Corporation  maintained
          at 211 West Wall Street, Midland, Texas 79701

SIXTH:    A copy of the  Agreement  and Plan of Merger will be  furnished by the
          Surviving   Corporation,   upon  request  and  without  cost,  to  any
          stockholder  of  either  Boulder  Brewing  Company  or  the  Surviving
          Corporation.

IN WITNESS WHEREOF,  the undersigned have executed these Articles of Merger this
__ day of September, 2001.

Boulder Acquisitions, Inc.
(A Nevada corporation)

By: /s/ Glenn A. Little
- --------------------------
Glenn A. Little, President

By: /s/ Matthew Blair
- --------------------------
Matthew Blair, Secretary





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>6
<FILENAME>boulder10ksbex34123101.txt
<DESCRIPTION>COLORADO ARTICLES OF MERGER
<TEXT>

                                                                    Exhibit 3.04
                                                                    ------------

                               ARTICLES OF MERGER
                                       OF
                             BOULDER BREWING COMPANY
                            ( a Colorado corporation)
                                       AND
                           BOULDER ACQUISITIONS, INC.
                             (a Nevada corporation)

To the Secretary of State
State of Colorado

Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
domestic  corporation  herein named does hereby submit the following Articles of
Merger.

FIRST:    Annexed  hereto  and  made a part  hereof  is the Plan of  Merger  for
          merging Boulder  Brewing  Company with and into Boulder  Acquisitions,
          Inc., as approved by  resolution  adopted at a meeting by the Board of
          Directors  of  Boulder  Brewing  Company  on  August  24,  2001 and by
          resolution  adopted at a meeting by the Board of  Directors of Boulder
          Acquisitions, Inc. on September 10, 2001.

SECOND:   The number of votes cast for the Plan of Merger by each  voting  group
          of Boulder Brewing  Company  entitled to vote separately on the merger
          was sufficient for approval by that voting group.

THIRD:    The  merger  herein  provided  for is  permitted  by the  laws  of the
          jurisdiction of organization of Boulder  Acquisitions,  Inc. and is in
          compliance with said laws.

FOURTH:   The  address,  wherever  located,  of  the  principal  office  of  the
          surviving corporation is 211 West Wall St., Midland, Texas 70701.

Executed on this 10th day of September 2001.

Boulder Brewing Company

By:  /S/ Glenn A. Little
- ------------------------
Glenn A. Little
President

Boulder Acquisitions, Inc.

By:  /S/ Glenn A. Little
- ------------------------
Glenn A. Little
President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.5
<SEQUENCE>7
<FILENAME>boulder10ksbex35123101.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>

                                                                    Exhibit 3.05
                                                                    ------------


                            ARTICLES OF INCORPORATION
                                       OF
                           BOULDER ACQUISITIONS, INC.


The  undersigned,  being of legal age, in order to form a corporation  under and
pursuant to the laws of the State of Nevada, do hereby set forth as follows:

FIRST:    The name of the corporation is:

                           BOULDER ACQUISITIONS, INC.

SECOND:   The address of the resident agent of this corporation in this State is
          c/o United Corporate  Services,  Inc., 202 South Minnesota  Street, in
          the City of Carson City,  County of Carson City, State of Nevada 89703
          and the name of the resident agent at said address is United Corporate
          Services, Inc.

THIRD:    The  purpose  of the  corporation  is to engage in any  lawful  act or
          activity for which corporations may be organized under the corporation
          laws of the State of Nevada.

FOURTH:   The corporation shall be authorized to issue the following shares:

Class                          Number of Shares                        Par Value
- -----                          ----------------                        ---------

COMMON                           100,000,000                             $0.001

FIFTH:    The number of directors constituting the initial Board of Directors is
          three  (3);  and the names and  addresses  of those  constituting  the
          initial Board of Directors, to serve until the first annual meeting of
          shareholders,  or until the successors are elected and qualify, are as
          follows:

Name                                            Address
- ----                                            -------

Michael A. Barr                               10 Bank Street
                                       White Plains, New York 10606

Robert F. Gilhooley                           10 Bank Street
                                       White Plains, New York 10606

Maria R. Fischetti                            10 Bank Street
                                       White Plains, New York 10606

SIXTH:    The names and addresses of the incorporators are as follows:

Name                                            Address
- ----                                            -------

Michael A. Barr                               10 Bank Street
                                       White Plains, New York 10606

Maria R. Fischetti                            10 Bank Street
                                       White Plains, New York 10606

SEVENTH:  The period of duration of the corporation shall be perpetual.



<PAGE>

EIGHTH:   The personal  liability of the  directors  of the  corporation  to the
          corporation or to its shareholders is hereby eliminated to the fullest
          extent  permitted by Section 78.037 of the General  Corporation Law of
          Nevada.

NINTH:    The corporation may, to the fullest extent permitted by Section 78.751
          of the Nevada General Corporation Law, indemnify any and all directors
          and officers whom it shall have power to indemnify  under said section
          from and against any and all  expenses,  liabilities  or other  matter
          referred  to in or covered by such  section,  and the  indemnification
          provided for herein shall not be deemed  exclusive of any other rights
          to which the persons so indemnified  may be entitled under any By-law,
          agreement,   vote  of  shareholders  or  disinterested   directors  or
          otherwise, both as to action in his official capacity and as to action
          in another  capacity  by holding  office,  and shall  continue as to a
          person who has ceased to be a director  or officer  and shall inure to
          the  benefits of the heirs,  executors  and  administrators  of such a
          person.


IN WITNESS WHEROF,  the undersigned hereby execute this document and affirm that
the  facts  set forth  herein  are true  under the  penalties  of  perjury  this
twenty-ninth day of August, 2001.


/S/ Michael A. Barr
- -------------------
Michael A. Barr, Incorporator


/S/ Maria R. Fischetti
- ----------------------
Maria R. Fischetti, Incorporator






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.6
<SEQUENCE>8
<FILENAME>boulder10ksbex36123101.txt
<DESCRIPTION>BY-LAWS OF BOULDER ACQUISITIONS, INC.
<TEXT>

                                                                    Exhibit 3.06
                                                                    ------------

                                     BY-LAWS
                                       OF
                           BOULDER ACQUISITIONS, INC.


                               ARTICLE I - OFFICES

SECTION 1. - REGISTERED OFFICE

The  registered  office  shall  be  established  and  maintained  at c/o  United
Corporate Services,  Inc., 202 South Minnesota Street, Carson City, Nevada 89703
and  United  Corporate  Services,  Inc.  shall be the  registered  agent of this
corporation in charge thereof.

SECTION 2. - OTHER OFFICES

The  corporation  may have other offices,  either within or without the State of
Nevada,  at such place or places as the Board of Directors may from time to time
appoint or the business of the corporation may require.


                      ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 1. - ANNUAL MEETINGS.

Annual meetings of stockholders for the election of directors and for such other
business  as may be stated in the notice of the  meeting,  shall be held at such
place,  either within or without the State of Nevada,  and at such time and date
as the Board of Directors,  by resolution,  shall  determine and as set forth in
the notice of the meeting.

If the date of the annual meeting shall fall upon a legal  holiday,  the meeting
shall be held on the next succeeding  business day. At each annual meeting,  the
stockholders  entitled  to vote shall  elect a Board of  Directors  and they may
transact such other  corporate  business as shall be stated in the notice of the
meeting.

SECTION 2. - OTHER MEETINGS.

Meetings of  stockholders  for any purpose  other than the election of directors
may be held at such time and place,  within or without  the State of Nevada,  as
shall be stated in the notice of the meeting.

SECTION 3. - VOTING.

Each  stockholder  entitled  to  vote  in  accordance  with  the  terms  of  the
Certificate  of  Incorporation  and in accordance  with the  provisions of these
By-laws shall be entitled to one vote, in person or by proxy,  for each share of
stock  entitled  to vote held by such  stockholder,  but no proxy shall be voted
after three years from its date unless such proxy  provides for a longer period.
Upon the demand of any stockholder, the vote for directors and the vote upon any
question  before the meeting,  shall be by ballot.  All  elections for directors
shall be decided by  plurality  vote;  all other  questions  shall be decided by
majority vote except as otherwise  provided by the Certificate of  Incorporation
or the laws of the State of Nevada.

A complete list of the  stockholders  entitled to vote at the ensuing  election,
arranged in  alphabetical  order,  with the  address of each,  and the number of
shares held by each,  shall be open to the examination of any  stockholder,  for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.

<PAGE>

SECTION 4. - QUORUM.

Except as otherwise  required by law, by the Certificate of  Incorporation or by
these By-laws,  the presence,  in person or by proxy, of stockholders  holding a
majority of the stock of the  corporation  entitled to vote shall  constitute  a
quorum  at all  meetings  of the  stockholders.  In case a quorum  shall  not be
present at any meeting,  a majority in interest of the stockholders  entitled to
vote  thereat,  present in person or by proxy,  shall have power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until the requisite amount of stock entitled to vote shall be present.
At any such  adjourned  meeting at which  requisite  amount of stock entitled to
vote shall be represented,  any business may be transacted which might have been
transacted at the meeting as  originally  noticed;  but only those  stockholders
entitled to vote at the meeting as originally  noticed shall be entitled to vote
at any adjournment or adjournments  thereof. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote the meeting.

SECTION 5. - SPECIAL MEETINGS.

Special  meetings of the  stockholders for any purpose or purposes may be called
by the President or Secretary, or by resolution of the directors.

SECTION 6. - NOTICE OF MEETINGS.

Written notice, stating the place, date and time of the meeting, and the general
nature of the  business  to be  considered,  shall be given to each  stockholder
entitled  to vote  thereat at his  address  as it appears on the  records of the
corporation,  not less than ten nor more than sixty (60) days before the date of
the  meeting.  No  business  other  than  that  stated  in the  notice  shall be
transacted at any meeting without the unanimous  consent of all the stockholders
entitled to vote thereat.

SECTION 7. - ACTION WITHOUT MEETING.

Unless  otherwise  provided  by the  Certificate  of  Incorporation,  any action
required to be taken at any annual or special  meeting of  stockholders,  or any
action which may be taken at any annual or special meeting, may be taken without
a meeting,  without  prior  notice and without a vote,  if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present  and  voted.  Prompt  notice  of the  taking of the
corporate action without a meeting by less than unanimous  written consent shall
be given to those stockholders who have not consented in writing.


                             ARTICLE III - DIRECTORS

SECTION 1. - NUMBER AND TERM.

The number of directors  shall be two (2). The directors shall be elected at the
annual meeting of the  stockholders  and each director shall be elected to serve
until his successor shall be elected and shall qualify. A director need not be a
stockholder.

SECTION 2. - RESIGNATIONS.

Any  director,  member of a committee  or other  officer may resign at any time.
Such  resignation  shall be made in  writing,  and shall take effect at the time
specified  therein,  and if no time be specified,  at the time of its receipt by
the  President  or  Secretary.  The  acceptance  of a  resignation  shall not be
necessary to make it effective.

SECTION 3. - VACANCIES.

<PAGE>

If the office of any director,  member of a committee or other  officer  becomes
vacant,  the  remaining  directors  in  office,  though  less than a quorum by a
majority vote, may appoint any qualified person to fill such vacancy,  who shall
hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4. - REMOVAL.

Any director or directors may be removed either for or without cause at any time
by the affirmative  vote of the holders of a majority of all the shares of stock
outstanding  and  entitled  to vote,  at a special  meeting of the  stockholders
called for the  purpose and the  vacancies  thus  created may be filled,  at the
meeting held for the purpose of removal,  by the affirmative  vote of a majority
in interest of the stockholders entitled to vote.

SECTION 5. - INCREASE OF NUMBER.

The number of directors  may be  increased by amendment by these  By-laws by the
affirmative vote of a majority of the directors,  though less than a quorum, or,
by the affirmative  vote of a majority in interest of the  stockholders,  at the
annual meeting or at a special meeting called for that purpose, and by like vote
the additional  directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and qualify.

SECTION 6. - POWERS.

The Board of  Directors  shall  exercise  all of the  powers of the  corporation
except  such  as are by  law,  or by the  Certificate  of  Incorporation  of the
corporation or by these By-laws conferred upon or reserved to the stockholders.

SECTION  7. - COMMITTEES.

The Board of Directors may, by resolution or resolutions passed by a majority of
the whole board, designate one or more committees,  each committee to consist of
two or more of the directors of the corporation.  The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or  disqualified  member at any  meeting  of the  committee.  In the  absence or
disqualification  of any member or such committee or  committees,  the member or
members  thereof present at any such meeting and not  disqualified  from voting,
whether or not he or they constitute a quorum,  may unanimously  appoint another
member of the Board of  Directors to act at the meeting in the place of any such
absent or disqualified member.

Any such  committee,  to the extent  provided in the  resolution of the Board of
Directors,  or in these By-laws,  shall have and may exercise all the powers and
authority  of the Board of  Directors  in the  management  of the  business  and
affairs of the corporation,  and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power of authority in reference to amending the  Certificate  of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-laws of the  corporation;  and unless the resolution,  these By-laws,  or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.

SECTION 8. - MEETINGS.

The newly  elected  Board of  Directors  may hold their  first  meeting  for the
purpose of organization and the transaction of business, if a quorum be present,
immediately after the annual meeting of the stockholders;  or the time and place
of such meeting may be fixed by consent, in writing, of all the directors.

Unless restricted by the  incorporation  document or elsewhere in these By-laws,
members of the Board of Directors or any committee  designated by such Board may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at such meeting.

<PAGE>

Regular  meetings of the Board of  Directors  may be  scheduled  by a resolution
adopted by the Board.  The  Chairman of the Board or the  President or Secretary
may call, and if requested by any two directors,  must call a special meeting of
the  Board  and give  five  (5) days  notice  by  mail,  or two (2) days  notice
personally or by telegraph or cable to each director. The Board of Directors may
hold an annual meeting, without notice,  immediately after the annual meeting of
shareholders.

SECTION 9. - QUORUM.

A majority of the directors  shall  constitute a quorum for the  transaction  of
business.  If at any  meeting  of the  Board  there  shall be less than a quorum
present,  a majority of those  present may adjourn the meeting from time to time
until a quorum is obtained,  and no further  notice  thereof need be given other
than by announcement at the meeting which shall be so adjourned.

SECTION 10. - COMPENSATION.

Directors shall not receive any stated salary for their services as directors or
as  members  of  committees,  but by  resolution  of the  Board a fixed  fee and
expenses of attendance  may be allowed for  attendance at each meeting.  Nothing
herein  contained  shall be construed to preclude any director  from serving the
corporation  in any  other  capacity  as an  officer,  agent or  otherwise,  and
receiving compensation therefor.

SECTION 11. - ACTION WITHOUT MEETING.

Any action  required  or  permitted  to be taken at any  meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting, it prior
to such action a written  consent thereto is signed by all members of the Board,
or of such committee as the case may be, and such written consent is filled with
the minutes of proceedings of the Board or committee.


                              ARTICLE IV - OFFICERS

SECTION 1. - OFFICERS.

The  officers  of the  corporation  shall be a  President,  a  Treasurer,  and a
Secretary,  all of whom shall be elected by the Board of Directors and who shall
hold office until their successors are elected and qualified.  In addition,  the
Board of Directors may elect a Chairman,  one or more  Vice-Presidents  and such
Assistant  Secretaries and Assistant Treasurers as they may deem proper. None of
the officers of the corporation need be directors. The officers shall be elected
at the first meeting of the Board of Directors after each annual  meeting.  More
than two offices may be held by the same person.

SECTION 2. - OTHER OFFICERS AND AGENTS.

The Board of Directors may appoint such other officers and agents as it may deem
advisable,  who shall hold their offices for such terms and shall  exercise such
powers and perform such duties as shall be  determined  from time to time by the
Board of Directors.

SECTION 3. - CHAIRMAN.

The Chairman of the Board of Directors,  if one be elected, shall preside at all
meetings  of the Board of  Directors  and he shall have and  perform  such other
duties as from time to time may be assigned to him by the Board of Directors.

<PAGE>

SECTION 4. - PRESIDENT.

The President shall be the chief executive  officer of the corporation and shall
have the general powers and duties of supervision and management  usually vested
in the office of President of a corporation. He shall preside at all meetings of
the stockholders if present  thereat,  and in the absence or non-election of the
Chairman of the Board of  Directors,  at all meetings of the Board of Directors,
and shall have general supervision, direction and control of the business of the
corporation.  Except as the Board of Directors  shall  authorize  the  execution
thereof  in some other  manner,  he shall  execute  bonds,  mortgages  and other
contracts on behalf of the  corporation,  and shall cause the seal to be affixed
to any instrument requiring it and when so affixed the seal shall be attested by
the  signature of the  Secretary or the  Treasurer or Assistant  Secretary or an
Assistant Treasurer.


SECTION 5. - VICE-PRESIDENT.

Each  Vice-President  shall have such  powers and shall  perform  such duties as
shall be assigned to him by the directors.

SECTION 6. - TREASURER.

The Treasurer  shall have the custody of the corporate  funds and securities and
shall keep full and  accurate  account of receipts  and  disbursements  in books
belonging to the corporation. He shall deposit all monies and other valuables in
the name and to the credit of the  corporation  in such  depositaries  as may be
designated by the Board of Directors.

The Treasurer  shall disburse the funds of the  corporation as may be ordered by
the Board of  Directors,  or the  President,  taking  proper  vouchers  for such
disbursements.  He shall render to the  President  and Board of Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  corporation.  If  required  by the Board of  Directors,  he shall  give the
corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the Board shall prescribe.

SECTION 7. - SECRETARY.

The  Secretary  shall  give,  or cause to be given,  notice of all  meetings  of
stockholders  and  directors,  and all other  notices  required by the law or by
these  By-laws,  and in case of his  absence or refusal to neglect so to do, any
such notice may be given by any person thereunto  directed by the President,  or
by the directors,  or stockholder,  upon whose requisition the meeting is called
as  provided  in these  By-laws.  He shall  record  all the  proceedings  of the
meetings of the  corporation  and of the directors in a book to be kept for that
purpose,  and shall  perform  such other duties as may be assigned to him by the
directors  or the  President.  He  shall  have  the  custody  of the seal of the
corporation  and shall  affix the same to all  instruments  requiring  it,  when
authorized by the directors or the President, and attest the same.

SECTION 8. - ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.

Assistant  Treasurers  and Assistant  Secretaries,  if any, shall be elected and
shall have such  powers and shall  perform  such  duties as shall be assigned to
them, respectively, by the directors.


                            ARTICLE V - MISCELLANEOUS

SECTION 1. - CERTIFICATES OF STOCK.

A certificate of stock,  signed by the Chairman or Vice-Chairman of the Board of
Directors, if they be elected, President or Vice-President, and the Treasurer or
an Assistant Treasurer, or Secretary or Assistant Secretary,  shall be issued to
each  stockholder   certifying  the  number  of  shares  owned  by  him  in  the
corporation.  When such  certificates are  countersigned (1) by a transfer agent
other than the  corporation or its employee,  or, (2) by a registrar  other than
the  corporation  or its  employee,  the  signatures  of  such  officers  may be
facsimiles.

<PAGE>

SECTION 2. - LOST CERTIFICATES.

A new  certificate  of stock  may be  issued  in the  place  of any  certificate
theretofore  issued by the corporation,  alleged to have been lost or destroyed,
and the  directors  may, in their  discretion,  require the owner of the lost or
destroyed certificate,  or his legal representatives,  to give the corporation a
bond,  in such sum as they may  direct,  not  exceeding  double the value of the
stock, to indemnify the corporation  against any claim that may be against it on
account of the alleged loss of any such certificate, or the issuance of any such
new certificate.

SECTION 3. - TRANSFER OF SHARES.

The shares of stock of the corporation shall be transferable only upon its books
by the holders thereof in person or by their duly authorized  attorneys or legal
representatives, and upon such transfer the old certificate shall be surrendered
to the corporation by the delivery  thereof to the person in charge of the stock
and transfer  books and ledgers,  or to such other person as the  directors  may
designate, by whom they shall be cancelled, and new certificates shall thereupon
be issued. A record shall be made of each transfer and whenever a transfer shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer.

SECTION 4. - STOCKHOLDERS RECORD DATE.

(a)  In order that the  corporation may determine the  stockholders  entitled to
     notice of or to vote at any  meeting  of  stockholders  or any  adjournment
     thereof,  the Board of Directors  may fix a record date,  which record date
     shall not precede the date upon which the resolution fixing the record date
     is adopted by the Board of Directors.  A  determination  of stockholders of
     record entitled to notice of or to vote at a meeting of stockholders  shall
     apply to any adjournment of the meeting; provided,  however, that the Board
     of Directors may fix a new record date for the adjourned meeting.

(b)  In order that the  corporation may determine the  stockholders  entitled to
     consent  to  corporate  action in writing  without a meeting,  the Board of
     Directors  may fix a record  date,  which record date shall not precede the
     date upon which the resolution fixing the record is adopted by the Board of
     Directors.

(c)  In order that the  corporation may determine the  stockholders  entitled to
     receive  payment of any dividend or other  distribution or allotment of any
     rights or the  stockholders  entitled to exercise  any rights in respect of
     any change,  conversion  or  exchange  of stock,  or for the purpose of any
     other lawful  action,  the Board of Directors may fix a record date,  which
     record date shall not precede the date upon which the resolution fixing the
     record date is adopted.

SECTION 5. - DIVIDENDS.

Subject to the  provisions of the  Certificate  of  Incorporation,  the Board of
Directors may, out of funds legally available therefor at any regular or special
meeting, declare dividends upon the capital stock of the corporation as and when
they deem expedient. Before declaring any dividend there may be set apart out of
any funds of the  corporation  available for dividends,  such sum or sums as the
directors from time to time in their  discretion deem proper for working capital
or as a reserve fund to meet  contingencies  or for equalizing  dividends or for
such other purposes as the directors  shall deem  conductive to the interests of
the corporation.

SECTION 6. - SEAL.

The  corporate  seal shall be circular in form and shall contain the name of the
corporation,  the year of its creation and the words  "Corporate  Seal,  Nevada,
2001".  Said  seal  may be used  by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

SECTION 7. - FISCAL YEAR.

The fiscal year of the  corporation  shall be  determined  by  resolution of the
Board of Directors.

<PAGE>

SECTION 8. - CHECKS.

All  checks,  drafts or other  orders for the  payment of money,  notes or other
evidences of indebtedness  issued in the name of the corporation shall be signed
by such officer or  officers,  agent or agents of the  corporation,  and in such
manner as shall be  determined  from time to time by  resolution of the Board of
Directors.

SECTION 9. - NOTICE AND WAIVER OF NOTICE.

Whenever any notice is required by these By-laws to be given, personal notice is
not meant unless expressly so stated, and any notice so required shall be deemed
to be  sufficient  if given by  depositing  the same in the United  States mail,
postage, prepaid,  addressed to the person entitled thereto at his address as it
appears on the records of the  corporation,  and such notice  shall be deemed to
have been given on the day of such  mailing.  Stockholders  not entitled to vote
shall not be  entitled to receive  notice of any  meetings  except as  otherwise
provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any
law,  or  under  the  provisions  of the  Certificate  of  Incorporation  of the
corporation of these By-laws, a waiver thereof in writing,  signed by the person
or persons  entitled  to said  notice,  whether  before or after the time stated
therein, shall be deemed equivalent thereto.


                             ARTICLE VI - AMENDMENTS

These  By-laws may be altered or repealed  and By-laws may be made at any annual
meeting of the  stockholders  or at any special meeting thereof if notice of the
proposed  alteration  or repeal of By-law or By-laws to be made be  contained in
the notice of such special meeting, by the affirmative vote of a majority of the
stock issued and outstanding and entitled to vote thereat, or by the affirmative
vote of a majority  of the Board of  Directors,  at any  regular  meeting of the
Board of  Directors,  or at any special  meeting of the Board of  Directors,  if
notice of the proposed  alteration or repeal of By-law or By-laws to be made, be
contained in the notice of such special meeting.


                          ARTICLE VII - INDEMNIFICATION

No director shall be liable to the  corporation or any of its  stockholders  for
monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the  director's  duty of  loyalty to the  corporation  or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional misconduct or a knowing violation of law, (3) liability which may be
specifically defined by law or (4) a transaction from which the director derived
an improper personal benefit,  it being the intention of the foregoing provision
to eliminate the liability of the corporation's  directors to the corporation or
its stockholders to the fullest extent  permitted by law. The corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person that such law
grants the corporation the power to indemnify.





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