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<SEC-DOCUMENT>0001010549-04-000282.txt : 20040503
<SEC-HEADER>0001010549-04-000282.hdr.sgml : 20040503
<ACCEPTANCE-DATETIME>20040503144753
ACCESSION NUMBER:		0001010549-04-000282
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20040503
EFFECTIVENESS DATE:		20040503

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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-115101
		FILM NUMBER:		04773146

	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>S-8
<SEQUENCE>1
<FILENAME>boulders8050304.txt
<TEXT>

       As filed with the Securities and Exchange Commission on May 3, 2004
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act Of 1933

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

                           BOULDER ACQUISITIONS, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                      90-0093373
(State or other jurisdiction of          (I.R.S. employer identification number)
 incorporation or organization)

                               12890 Hilltop Road
                               Argyle, Texas 76226
              (Address, including zip code, of principal executive
                                    offices)

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

                           Employee Compensation Plan
                            (Full title of the Plan)

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

                                Timothy P. Halter
                               12890 Hilltop Road
                               Argyle, Texas 76226
                             (972) 233-0300 (phone)

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                                George L. Diamond
                              Jackson Walker L.L.P.
                           901 Main Street, Suite 6000
                               Dallas, Texas 75202
                             (214) 953-6119 (phone)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
  Title of Securities to be      Amount to be    Proposed Maximum     Proposed Maximum      Amount of
         Registered               Registered    Offering Price per   Aggregate Offering  Registration Fee
                                                     Share (1)           Price (1)
- ----------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                <C>                 <C>
Common Stock, par value $0.001      100,000            $2.30              $230,000            $29.14
per share
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Pursuant to Rule 457(c) and 457(h) under the Act,  the  offering  price
         and  registration  fee are based on a price of $2.30 per  share,  which
         price is an average of the bid and asked  prices of the Common Stock on
         April 28, 2004.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information

         This registration  statement (this "Registration  Statement")  includes
two forms of prospectuses.  The documents constituting the prospectus under Part
I of this Registration  Statement (the "Plan  Prospectus") will be sent or given
to participants in the Employee  Compensation  Plan (the "Plan") as specified by
Rule 428(b)(1)  under the  Securities Act of 1933 (the "1933 Act"),  as amended.
The second  prospectus (the "Resale  Prospectus") may be used in connection with
reoffers and resales of shares of the Company's  common stock,  par value $0.001
per share (the "Common Stock") acquired by Plan  participants  prior to the date
of this Registration  Statement.  The Plan Prospectus has been omitted from this
Registration Statement as permitted by Part I of Form S-8. The Resale Prospectus
is filed as part of this Registration Statement as required by Form S-8.

Item 2.           Registrant Information and Employee Plan Annual Information

         Upon written or oral request, Boulder Acquisitions, Inc. (the "Company"
or "Registrant")  will provide,  without charge,  the documents  incorporated by
reference in Item 3 of Part II of this Registration Statement. The documents are
incorporated  by reference  in the  prospectus.  The Company will also  provide,
without charge,  upon written or oral request,  other  documents  required to be
delivered to employees  pursuant to Rule 428(b) under the 1933 Act. Requests for
the above mentioned information should be directed in writing or by telephone to
Boulder  Acquisitions,  Inc.,  Attention:  Timothy P.  Halter,  Chief  Executive
Officer, 12890 Hilltop Road, Argyle, Texas 76226; telephone: (972) 233-0300.



<PAGE>

                                   PROSPECTUS

                           BOULDER ACQUISITIONS, INC.
                               12890 HILLTOP ROAD
                               ARGYLE, TEXAS 76226
                                 (972) 233-0300

                         100,000 SHARES OF COMMON STOCK

         This prospectus (this "Prospectus") relates to the offer and sale of up
to 100,000  shares of common  stock,  par value $0.001 (the  "Common  Stock") of
Boulder Acquisitions,  Inc. (the "Company") from time to time by the shareholder
identified on page 12 of this Prospectus (the "Selling Shareholder"). The Common
Stock is issuable to the Selling  Shareholder  upon the exercise of a warrant to
purchase 100,000 shares of Common Stock under an Employee Compensation Plan (the
"Plan").  Common Stock references  included herein have been adjusted to reflect
the Company's one-for-two reverse stock split effective April 27, 2004.

         The  Common  Stock  may be  sold  from  time  to  time  by the  Selling
Shareholder  or by  permitted  transferees.  The  Common  Stock is quoted on the
NASDAQ  Electronic  Bulletin  Board under the symbol "BAQI" and may be sold from
time to time by the Selling Shareholder either directly in private transactions,
through one or more brokers or dealers, or through a market or exchange on which
the Common Stock is quoted or listed for  trading,  at such prices and upon such
terms as may be obtainable.

         Upon  any  sale  of  the  Common  Stock  offered  hereby,  the  Selling
Shareholder and participating agents,  brokers,  dealers or market makers may be
deemed to be underwriters as that term is defined in the Securities Act of 1933,
as amended (the "Act"),  and  commissions or discounts or any profit realized on
the resale of such securities purchased by them may be deemed to be underwriting
commissions or discounts  under the Act. The Company will not receive any of the
proceeds from the sales by the Selling Shareholder.

         No underwriter is being utilized in connection with this offering.  The
Company will pay all expenses incurred in connection with this offering.

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

         THIS  INVESTMENT  INVOLVES  A HIGH  DEGREE  OF RISK.  PLEASE  SEE "RISK
FACTORS" BEGINNING ON PAGE 7.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                   The date of this Prospectus is May 3, 2004




                                                                               2
<PAGE>


                                TABLE OF CONTENTS



WHERE YOU CAN FIND MORE INFORMATION............................................3

INFORMATION INCORPORATED BY REFERENCE..........................................4

BOULDER ACQUISITIONS, INC......................................................5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................7

RISK FACTORS...................................................................7

USE OF PROCEEDS...............................................................12

SELLING SHAREHOLDER...........................................................12

PLAN OF DISTRIBUTION..........................................................13

INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................13

LEGAL MATTERS.................................................................14

EXPERTS.......................................................................14


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

         You should only rely on the  information  incorporated  by reference or
provided in this  Prospectus or any  supplement.  We have not authorized  anyone
else to provide you with  different  information.  The Common Stock is not being
offered  in any state  where the offer is not  permitted.  You should not assume
that the  information in this Prospectus or any supplement is accurate as of any
date other than the date on the front of this Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file reports,  proxy  statements,  information  statements and other
information with the Securities and Exchange Commission (the "Commission").  You
may read and copy this  information,  for a  copying  fee,  at the  Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington,  D.C. 20549. Please
call the  Commission  at  1-800-SEC-0330  for  more  information  on its  public
reference  rooms.  Our Commission  filings are also available to the public from
commercial  document  retrieval  services and at the web site  maintained by the
Commission at http://www.sec.gov.

         We have filed with the Commission a registration  statement on Form S-8
to register  with the  Commission  the resale of the shares of the Common  Stock
described  in this  Prospectus.  This  Prospectus  is part of that  registration
statement,  and  provides  you with a general  description  of the shares of the
Common Stock being  registered,  but does not include all of the information you
can find in the registration  statement or the exhibits. You should refer to the
registration  statement and its exhibits for more information  about us, and the
shares of Common Stock being registered.



                                                                               3
<PAGE>

                      INFORMATION INCORPORATED BY REFERENCE

         The Commission allows us to "incorporate by reference" information into
this Prospectus,  which means that we can disclose important  information to you
by referring to another  document  filed  separately  with the  Commission.  The
information  incorporated by reference is deemed to be part of this  Prospectus,
except  for   information   superseded  by  this   Prospectus.   The  Prospectus
incorporates  by reference the documents set forth below that we have previously
filed with the Commission.  These documents contain important  information about
the Company and its finances.

         (1)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2003, which contains audited financial
                  statements  of  the  Registrant  for  the  fiscal  year  ended
                  December 31, 2003;

         (2)      The Registrant's Current Report on form 8-K dated February 23,
                  2004;

         (3)      The   description  of  the  Common  Stock  of  the  Registrant
                  contained in the Registrant's  Registration  Statement on Form
                  S-1 (SEC File No.  33-16287),  filed  with the  Commission  on
                  August 5, 1987. The description of securities contained in the
                  referenced   registration   statement   was   updated  in  the
                  Registrant's  Annual Report on From 10-KSB for the fiscal year
                  ended December 31, 2002.

         We are also incorporating by reference additional documents that we may
file with the Commission in the future under Section 13(a),  13(c),  14 or 15(d)
of the  Securities  Exchange  Act of  1934  prior  to the  termination  of  this
offering.

         Any  statements  contained in a document  incorporated  or deemed to be
incorporated by reference  herein shall be deemed to be modified or replaced for
purposes  hereof to the extent that a statement  contained  herein (or any other
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated  by reference  herein)  modifies or replaces  such  statement.  Any
statement so modified or replaced shall not be deemed,  except as so modified or
replaced, to constitute a part hereof.

         If you are a  shareholder,  we may have sent you some of the  documents
incorporated  by  reference,  but you can obtain  any of them  through us or the
Commission.  Documents  incorporated  by reference are available from us without
charge.  Shareholders may obtain  documents  incorporated by reference into this
Prospectus by requesting them in writing or by telephone from:

         Boulder Acquisitions, Inc.
         Attention: Timothy P. Halter
         Chief Executive Officer
         12890 Hilltop Road
         Argyle, Texas 76226
         Telephone: (972) 233-0300



                                                                               4
<PAGE>

                           BOULDER ACQUISITIONS, INC.

         We originally begin business  operations as Boulder Brewing Company and
were  incorporated on May 8, 1980 for the purpose of operating a microbrewery of
various beers.  In 1983, we filed a Form S-18  Registration  Statement (SEC File
Number  2-84351-D)  and, in 1987, a Form S-1  Registration  Statement  (SEC File
Number 33-16287).

         In 1984,  we started to  construct  a brewery  which was  substantially
completed  in October  1984 and opened in June 1985.  The  construction  of this
facility  along with the movement of equipment  and  personnel  interrupted  the
sales of product and  hampered  cash flow.  We were unable to become  profitable
within any segment of this core  business,  became  illiquid  and were forced to
divest  ourselves of all assets.  We became  dormant  without any  operations or
assets in the second quarter of 1990.

         In September 2001, we changed our 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,  as amended, and
Bylaws of the Nevada  corporation were 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 to the capital  structure of the Company.  We  subsequently  amended and
restated our Bylaws in 2004.

         The Company's  equity  securities are traded under the symbol "BAQI" on
the NASDAQ Electronic Bulletin Board.

         Our  present  plan  is to  seek  to  complete  a  business  acquisition
transition. At the present time, we have not reached any agreement or definitive
understanding with any person concerning such an acquisition.

         Our search will be directed  toward  enterprises  that 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.  We intend to concentrate  our acquisition
efforts on  businesses  that we believe may realize a  substantial  benefit from
being publicly owned.

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

         To a large extent,  a decision to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived benefit the business  opportunity will derive from becoming a publicly
held entity, and numerous other factors which are difficult,  if not impossible,


                                                                               5
<PAGE>

to analyze through the application of any objective criteria. In many instances,
it  is  anticipated  that  the  historical  operations  of a  specific  business
opportunity  may not  necessarily  be indicative of the potential for the future
because of a variety of factors,  including,  but not  limited to, the  possible
need  to  expand  substantially,  shift  marketing  approaches,  change  product
emphasis,  change or  substantially  augment  management,  raise capital and the
like.

         It is  anticipated  that we will  not be able to  diversify,  but  will
essentially be limited to the acquisition of one business opportunity because of
our limited financing. This lack of diversification will not permit us to offset
potential losses from one business opportunity against profits from another.

         The analysis of business  opportunities  will be undertaken by or under
the  supervision of our officers and  directors,  none of whom is a professional
business analyst. Although there are no current plans to do so, management might
hire an outside  consultant  to assist in the  investigation  and  selection  of
business  opportunities,  and might pay a finder's fee. Since  management has no
current  plans to use any  outside  consultants  or  advisors  to  assist in the
investigation  and  selection of business  opportunities,  no policies have been
adopted  regarding use of such consultants or advisors,  the criteria to be used
in selecting such consultants or advisors, the services to be provided, the term
of service,  or the total amount of fees that may be paid.  However,  because of
our limited  resources,  it is likely that any such fee we agree to pay would be
paid in stock and not in cash.

         Otherwise,  in analyzing potential business  opportunities,  management
anticipates that it will consider, among other things, the following factors:

         (1)      Potential  for  growth  and  profitability  indicated  by  new
                  technology, anticipated market expansion, or new products;

         (2)      The  Company's  perception  of  how  any  particular  business
                  opportunity  will be received by the investment  community and
                  by the Company's shareholders;

         (3)      Whether,  following  the business  combination,  the financial
                  condition of the business  opportunity would be, or would have
                  a significant  prospect in the foreseeable future of becoming,
                  sufficient to enable the  securities of the Company to qualify
                  for  listing  on  an  exchange  or  on  a  national  automated
                  securities  quotation system,  such as NASDAQ, so as to permit
                  the  trading  of  such   securities  to  be  exempt  from  the
                  requirements  of Rule  15g-9  adopted  by the  Securities  and
                  Exchange Commission;

         (4)      Capital requirements and anticipated  availability of required
                  funds,  to be  provided  by the  Company  or from  operations,
                  through  the  sale of  additional  securities,  through  joint
                  ventures or similar arrangements, or from other sources;

         (5)      The extent to which the business opportunity can be advanced;

         (6)      Competitive position as compared to other companies of similar
                  size and  experience  within the  industry  segment as well as
                  within the industry as a whole;

         (7)      Strength and  diversity of existing  management  or management
                  prospects that are scheduled for recruitment;



                                                                               6
<PAGE>

         (8)      The cost of  participation  by the  Company as compared to the
                  perceived tangible and intangible values and potential; and

         (9)      The accessibility of required management expertise, personnel,
                  raw materials,  services,  professional assistance,  and other
                  required items.

         No one of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  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.

         We are  unable  to  predict  when  we  may  participate  in a  business
opportunity.

         No  assurance  can be given  that we 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 us or our current shareholders.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Prospectus contains forward-looking  statements.  These statements
relate to our,  and in some  cases our  customers',  future  plans,  objectives,
expectations,  intentions and financial  performance,  and the assumptions  that
underlie  these  statements.  In some cases,  you can  identify  forward-looking
statements because they use terms such as "anticipates," "believes," "continue,"
"could,"   "estimates,"   "expects,"  "intends,"  "may,"  "plans,"  "potential,"
"predicts,"  "should"  or  "will"  or the  negative  of  those  terms  or  other
comparable   words.   These   statements   involve  known  and  unknown   risks,
uncertainties  and other  factors that may cause  industry  trends or our actual
results,  level  of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements  expressed or implied by these  statements.  These factors  include
those listed under "Risk Factors" and elsewhere in this Prospectus.

         Although we believe that expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,   performance  or  achievements.   We  will  not  update  any  of  the
forward-looking  statements  after the date of this  Prospectus to conform these
statements to actual results or changes in our expectations,  except as required
by law.

         You  should  not  place  undue   reliance   on  these   forward-looking
statements, which apply only as of the date of this Prospectus.

                                  RISK FACTORS

         Any  investment in the Common Stock involves a high degree of risk. You
should carefully consider the following  information about risks,  together with
other  information  contained in this  Prospectus,  before  making an investment
decision.  Additional  risks  and  uncertainties  not known to us or that we now



                                                                               7
<PAGE>

believe  to be  unimportant  could  also  impair  our  business.  If  any of the
following risks actually occur, our business,  results of operations,  financial
condition and liquidity  could be adversely  affected.  As a result,  the market
price of the Common Stock could decline,  and you may lose all or a part of your
investment in the Common  Stock.  Some of the risks that could cause our results
to vary are discussed below.

         Conflicts of Interest.  Certain conflicts of interest exist between the
Company and our officers and directors.  They have other  business  interests to
which they currently devote attention, and are expected to continue to do so. As
a result,  conflicts  of interest  may arise that can be resolved  only  through
their exercise of judgment in a manner which is consistent  with their fiduciary
duties to the Company.

         It  is  anticipated  that  our  principal   shareholders  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  Common
Stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, our principal shareholders may consider their own
personal  pecuniary  benefit  rather  than the best  interest  of other  Company
shareholders.  Depending  upon the  nature of a  proposed  transaction,  Company
shareholders  other than the  principal  shareholders  may not be  afforded  the
opportunity to approve or consent to a particular transaction.

         Possible Need for Additional Financing. We have very limited funds, and
such funds may not be  adequate  to take  advantage  of any  available  business
opportunities.  Even if our currently  available funds prove to be sufficient to
pay for our operations  until we are able to acquire an interest in, or complete
a  transaction  with,  a business  opportunity,  such funds will  clearly not be
sufficient to enable us to exploit the  opportunity.  Thus, the ultimate success
of the Company will depend,  in part, upon our  availability to raise additional
capital.  In the event that we require modest  amounts of additional  capital to
fund our  operations  until we are able to  complete a business  acquisition  or
transaction,   such  funds  are  expected  to  be  provided  by  our   principal
shareholders.  However,  we have not investigated the  availability,  source, or
terms that might  govern the  acquisition  of the  additional  capital  which is
expected to be required in order to exploit a business opportunity, and will not
do so until we have determined the level of need for such additional  financing.
There is no assurance that additional  capital will be available from any source
or, if  available,  that it can be  obtained on terms  acceptable  to us. If not
available, our operations will be limited to those that can be financed with our
modest capital.

         Regulation of Penny Stocks.  Our securities are subject to a Securities
and Exchange  Commission rule that imposes  special sales practice  requirements
upon  broker-dealers  who sell such securities to persons other than established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
accredited investor means, in general terms,  institutions with assets in excess
of  $5,000,000,  or  individuals  having a net worth in excess of  $1,000,000 or
having an annual  income that exceeds  $200,000 (or that,  when  combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer must make special suitability  determination for the purchaser and
receive the purchaser's  written agreement to the transaction prior to the sale.
Consequently,  the rule may affect the  ability  of  broker-dealers  to sell our
securities  and also may affect the ability of purchasers  of our  securities to
sell such securities in any market that might develop therefore.

         In  addition,  the  Securities  and Exchange  Commission  has adopted a
number of rules to regulate penny stocks. Such rules include Rules 15g-1, 15g-2,
15g-3,  15g-4,  15g-5 and 15g-6 under the  Securities  Exchange Act of 1934,  as
amended.  Because our securities  constitute  penny stocks within the meaning of
the rules, the rules would apply to the Company and to our securities. The rules
may further affect the ability of our  shareholders  to sell their shares in any
public market that might develop.



                                                                               8
<PAGE>

         Shareholders  should be aware that,  according  to the  Securities  and
Exchange  Commission,  the market for penny  stocks has suffered in recent years
from  patterns  of fraud and abuse.  Such  patterns  include  (i) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching
of purchases and sales and through false and misleading  press  releases;  (iii)
boiler room  practices  involving  high-pressure  sales tactics and  unrealistic
price projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask  differential  and  markups  by  selling  broker-dealers;  and  (v)  the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior of the market or of broker-dealers  who participate in the market,  our
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

         No  Operating  History.  We have no  current  or  meaningful  operating
history,  revenues from operations or assets.  We face all of the risks of a new
business and the special risks inherent in the  investigation,  acquisition,  or
involvement  in a new  business  opportunity.  We must be  regarded  as a new or
start-up  venture with all of the  unforeseen  costs,  expenses,  problems,  and
difficulties to which such ventures are subject.

         No Assurance of Success or Profitability. There is no assurance that we
will acquire a favorable business opportunity. Even if we should become involved
in a business opportunity,  there is no assurance that we will generate revenues
or profits, or that the market price of our outstanding shares will be increased
thereby.

         Possible Business Not Identified and Highly Risky. At the present time,
we have not reached any  agreement or definitive  understanding  with any person
concerning  an  acquisition.  As a  result,  we are  only  able to make  general
disclosures   concerning   the  risks  and  hazards  of   acquiring  a  business
opportunity, rather than providing disclosure with respect to specific risks and
hazards  relating to a particular  business  opportunity.  As a general  matter,
prospective  investors can expect any potential business opportunity to be quite
risky.

         Type of Business  Acquired.  The type of business to be acquired may be
one that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors. Because of our limited capital, it is more likely than not
that any  acquisition  by the Company will involve  other  parties whose primary
interest is the acquisition of control of a publicly  traded company.  Moreover,
any business opportunity acquired may be currently unprofitable or present other
negative factors.

         Impracticability  of  Exhaustive  Investigation.  Our limited funds and
lack of full-time  management will make it  impracticable  to conduct a complete
and exhaustive  investigation and analysis of a business  opportunity  before we
commit our capital or other resources thereto. Management decisions,  therefore,



                                                                               9
<PAGE>

will likely be made without detailed feasibility studies,  independent analysis,
market surveys and the like which,  if we had more funds  available to us, would
be  desirable.  We will be  particularly  dependent  in  making  decisions  upon
information provided by the promoter,  owner, sponsor, or others associated with
the business  opportunity  seeking the  Company's  participation.  A significant
portion of our available  funds may be expended for  investigative  expenses and
other  expenses  related to  preliminary  aspects of completing  an  acquisition
transaction,  whether or not any business opportunity investigated is eventually
acquired.

         Lack of  Diversification.  Because of the limited  financial  resources
that we have, it is unlikely that we will be able to diversify our  acquisitions
or operations. Our probable inability to diversify our activities into more than
one area will subject the Company to economic  fluctuations  within a particular
business  or industry  and  therefore  increase  the risks  associated  with our
operations.

         Need  for  Audited  Financial  Statements.   We  will  require  audited
financial statements from any business that we propose to acquire.  Since we are
subject to the reporting  provisions of the Securities  Exchange Act of 1934, as
amended (the  Exchange  Act), we will be required to include  audited  financial
statements in its periodical  reports for any existing  business we may acquire.
In  addition,  the  lack of  audited  financial  statements  would  prevent  our
securities from becoming eligible for listing on NASDAQ, the automated quotation
system  sponsored by the  Association  of  Securities  Dealers,  Inc., or on any
existing stock  exchange.  Moreover,  the lack of such  financial  statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market makers in our securities.  Finally, without audited financial statements,
we would almost  certainly be unable to offer  securities  under a  Registration
Statement  pursuant to the 1933 Act, and our ability to raise  capital  would be
significantly limited. Consequently,  acquisition prospects that do not have, or
are unable to provide  reasonable  assurances  that they will be able to obtain,
the required audited  statements would not be considered by us to be appropriate
for acquisition.

         Other  Regulation.  An acquisition made by us may be of a business that
is subject to regulation or licensing by federal,  state, or local  authorities.
Compliance  with  such  regulations  and  licensing  can  be  expected  to  be a
time-consuming, expensive process and may limit other investment opportunities.

         Dependence upon Management;  Limited  Participation  of Management.  We
will be entirely  dependant upon the experience of our officers and directors in
seeking,  investigating,  and  acquiring  a  business  and in  making  decisions
regarding our operations.  It is possible that, from time to time, the inability
of such persons to devote their full time  attention to such issues will prevent
the evaluation of the merits of possible future business acquisitions by us.

         Lack  of  Continuity  in  Management.  We do  not  have  an  employment
agreement  with any of our officers or directors,  and as a result,  there is no
assurance  that they will  continue  to manage  the  Company in the  future.  In
connection  with the  acquisition  of a business  opportunity,  it is likely our
current  officers and directors  may resign.  A decision to resign will be based
upon the identity of the business opportunity and the nature of the transaction,
and is likely to occur without the vote or consent of our shareholders.




                                                                              10
<PAGE>

         Indemnification  of Officers and Directors.  Our Bylaws and Articles of
Incorporation  provide  for  the  indemnification  of our  directors,  officers,
employees and agents to the fullest  extent  permitted  under the Nevada Revised
Statutes.  This indemnification policy could result in substantial  expenditures
that we may be unable to recoup.

         Dependence upon Outside Advisors. To supplement the business experience
of our  officers  and  directors,  we may be  required  to  employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
selection of any such advisors will be made by our officers without any input by
shareholders. Furthermore, it is anticipated that such persons may be engaged on
an as needed basis  without a continuing  fiduciary or other  obligation  to the
Company.  In the  event our  officers  consider  it  necessary  to hire  outside
advisors, they may elect to hire persons who are affiliates, if those affiliates
are able to provide the required services.

         Leveraged Transactions.  There is a possibility that any acquisition of
a  business  opportunity  by us may  be  leveraged  (i.e.  we  may  finance  the
acquisition of the business  opportunity by borrowing  against the assets of the
business  opportunity to be acquired or against the projected future revenues or
profits of the business opportunity). This could increase our exposure to larger
losses.  A business  opportunity  acquired  through a leveraged  transaction  is
profitable  only if it generates  enough  revenues to cover the related debt and
expenses. Failure to make payments on the debt incurred to purchase the business
opportunity could result in the loss of a portion or all of the assets acquired.
There is no assurance that any business opportunity acquired through a leveraged
transaction  will  generate  sufficient  revenues to cover the related  debt and
expenses.

         Competition.   The   search   for   potentially   profitable   business
opportunities is intensely  competitive.  We expect to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and
management resources and capabilities than we have. These competitive conditions
will exist in any industry in which we may become interested.

         No  Foreseeable  Dividends.  We have not paid  dividends  on our Common
Stock and do not anticipate paying such dividends in the foreseeable future.

         Loss of Control by Present Management and Shareholders.  In conjunction
with completion of a business  acquisition,  we anticipate  issuing an amount of
our authorized but unissued Common Stock that represents the greater majority of
the  voting  power  and  equity  of the  Company.  In  conjunction  with  such a
transaction,  our current Officers,  Directors, and principal shareholders could
also sell all, or a portion, of their controlling block of stock to the acquired
company's  shareholders.  Such a transaction  would result in a greatly  reduced
percentage of ownership of the Company by our current shareholders. As a result,
the acquired company's  shareholders would control the Company, and it is likely
that they would  replace  our  management  with  persons who are unknown at this
time.

         No Public Market  Exists.  While our equity  securities  are listed for
trading on the NASDAQ Electronic Bulletin Board under the trading symbol "BAQI",
there is no significant or consistent public market for our Common Stock, and no
assurance  can be given that a market will  develop or that a  shareholder  will
ever be able to liquidate his investment without  considerable delay, if at all.
If a market should develop, the price may be highly volatile.




                                                                              11
<PAGE>

         Factors such as those discussed in this Risk Factors section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the  securities,  many brokerage firms may not be willing to
effect  transactions  in the  securities.  Even if a  purchasers  finds a broker
willing to effect a transaction in the securities,  the combination of brokerage
commissions,  state  transfer  taxes,  if any, and any other  selling  costs may
exceed the selling price. Further, many leading institutions will not permit the
use of such securities as collateral for any loans.

         Rule 144 Sales. Of the 1,102,956  presently  outstanding  shares of our
stock, 967,700 shares are "restricted securities" within the meaning of Rule 144
under the 1933 Act.  As  restricted  shares,  these  shares  may be resold  only
pursuant to an effective  registration  statement or under the  requirements  of
Rule 144 or other  applicable state securities law. Rule 144 provides in essence
that a person who has held restricted  securities for a prescribed  period,  may
under certain conditions, sell every three months, in brokerage transactions,  a
number of  shares  that  does not  exceed  the  greater  of 1.0% of a  company's
outstanding  common stock or the average  weekly  trading volume during the four
calendar  weeks  prior to sale.  There is no limit on the  amount of  restricted
securities that may be sold by a non-affiliate  after the restricted  securities
have been held by the owner  for a period of at least two  years.  A sale  under
Rule 144 or under another  exemption from the Act, if available,  or pursuant to
subsequent  registrations  of Common Stock of present  shareholders,  may have a
depressive  effect  upon the  price  of the  Common  Stock in a market  that may
develop.

         Blue Sky  Consideration.  Because the securities  registered  hereunder
have not been  registered  for resale under the Blue Sky laws of any state,  the
holders of such shares and  persons  who desire to purchase  them in any trading
market  that  might  develop  in the  future  should be aware  that there may be
significant  state Blue Sky law  restrictions  upon the ability of  investors to
sell the securities and of purchasers to purchase the  securities.  Accordingly,
investors  should  consider  the  secondary  market for our  securities  to be a
limited one.

                                 USE OF PROCEEDS

         We will not  receive  any of the  proceeds  from the sale of the Common
Stock by the Selling Shareholder to the public pursuant to this Prospectus.  All
proceeds  from the sale of the Common Stock by the Selling  Shareholder  will be
for the account of the Selling Shareholder.

                               SELLING Shareholder

         The following  table lists the name of the Selling  Shareholder and the
number  of  shares  of the  Common  Stock  to be  sold by him  pursuant  to this
Prospectus.

<TABLE>
<CAPTION>

                                                                             Number of
                                               Number of      Number of     Shares Owned     Percentage
  Selling                                       Shares          Shares        after the     owned after
Shareholder         Position in Company        Owned(1)       Offered(2)     Offering(2)    offering(3)
- -----------         -------------------        --------       ----------    ------------    -----------
<S>                 <C>                        <C>            <C>           <C>             <C>
Timothy P. Halter   Director, Chief             850,000         100,000        750,000         68.00%
                    Executive Officer,
                    President, Chief
                    Operating Officer,
                    Chairman of the Board,
                    Secretary and Treasurer
</TABLE>




                                                                              12
<PAGE>

(1) Represents shares of the Common Stock beneficially owned by Mr. Halter as of
April 28, 2004.  Includes  100,000  shares of Common  Stock which Mr.  Halter is
entitled to receive upon the exercise of a warrant,  which is exercisable within
sixty (60) days of April 28,  2004,  and 750,000  shares of Common Stock held by
Halter Financial Group, Inc., an entity owned by Mr. Halter.

(2)Does not  constitute a commitment  to sell any or all of the stated number of
shares of the Common  Stock.  The number of shares of the Common  Stock  offered
shall be determined from time to time by each Selling  Shareholder in his or her
sole discretion.

(3) Represents  percentages  owned as of April 28, 2004  including  shares owned
after the offering based on 1,102,956  shares of Common Stock  outstanding as of
April 28, 2004.

                              PLAN OF DISTRIBUTION

         The Selling  Shareholder may sell all or a portion of the shares of the
Common Stock from time to time under this Prospectus in one or more transactions
on the NASDAQ  Electronic  Bulletin  Board,  or on an exchange,  in a negotiated
transaction  or in a  combination  of such  methods  of sale,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at prices  otherwise  negotiated.  The Selling  Shareholder may effect
such  transactions  by  selling  the  shares of the  Common  Stock to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
underwriting discounts,  concessions or commissions from the Selling Shareholder
and/or  the  purchasers  of the  shares  of  the  Common  Stock  for  whom  such
broker-dealers  may act as  agent  (which  compensation  may be less  than or in
excess of customary commissions).

         The Selling  Shareholder and any broker-dealers that participate in the
distribution   of  the  shares  of  the  Common   Stock  may  be  deemed  to  be
"underwriters"  within the  meaning of  Section  2(11) of the 1933 Act,  and any
commissions  received  by them and any profit on the resale of the shares of the
Common  Stock  sold by them  may be  deemed  to be  underwriting  discounts  and
commissions  under the 1933 Act. All selling and other expenses  incurred by the
Selling Shareholder will be borne by the Selling Shareholder.

         In  addition  to any shares of the Common  Stock  sold  hereunder,  the
Selling  Shareholder  may, at the same time, sell any other shares of the Common
Stock  owned by him in  compliance  with all of the  requirements  of Rule  144,
regardless  of  whether  such  shares of the  Common  Stock are  covered by this
Prospectus.

         There is no assurance that the Selling Shareholder will sell all or any
portion of the shares of the Common Stock covered by this Prospectus.

         We will pay all  expenses  related  to  registering  the  shares of the
Common Stock covered by this  Prospectus  and will not receive any proceeds from
sales of any such shares of the Common Stock by the Selling  Shareholder  to the
public.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Nevada General Corporation Law

         We  have  authority   under  Section  78.7502  of  the  Nevada  General
Corporation  Law to indemnify our directors,  officers,  employees and agents to
the extent  provided for in such statute.  Section  78.751  provides  factors by
which we may determine that discretionary  indemnification under Section 78.7502
is authorized.




                                                                              13
<PAGE>

         Articles of Incorporation

         Our  Articles  of  Incorporation  provide  that we may,  to the fullest
extent permitted by Section 78.751 of the Nevada Revised Statutes, indemnify our
directors  and officers from and against any and all  expenses,  liabilities  or
other  matter  referred  to in or  covered  by such  section.  Furthermore,  the
Articles of Incorporation state that the indemnification  provided therein shall
not be deemed  exclusive of any other rights to which the persons so indemnified
may  be  entitled  under  any  Bylaw,   agreement,   vote  of   shareholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
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
person.

         Bylaws

         Our Amended and  Restated  Bylaws  provide that we will  indemnify  our
Directors to the fullest  extent  permitted by Chapter 78 of the Nevada  Revised
Statutes and may, if and to the extent authorized by our Board of Directors,  so
indemnify  our officers and any other person whom we have the power to indemnify
against liability, reasonable expense or other matter whatsoever.

         Commission Position on Indemnification

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                  LEGAL MATTERS

         The  validity  of the  Common  Stock  issuable  under the Plan has been
passed upon for us by Jackson Walker L.L.P., Dallas, Texas.

                                     EXPERTS

         The financial statements incorporated in this registration statement by
reference to the Annual Report on Form 10-K for the year ended December 31, 2003
have been so  incorporated  in  reliance on the report of S. W.  Hatfield,  CPA,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.




                                                                              14
<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents  heretofore  filed or to be filed by  Boulder
Acquisitions,  Inc. (the "Company" or the "Registrant")  with the Commission are
incorporated by reference herein:

         (1)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2003, which contains audited financial
                  statements  of  the  Registrant  for  the  fiscal  year  ended
                  December 31, 2003;

         (2)      The Registrant's Current Report on form 8-K dated February 23,
                  2004;

         (3)      The   description  of  the  Common  Stock  of  the  Registrant
                  contained in the Registrant's  Registration  Statement on Form
                  S-1 (SEC File No.  33-16287),  filed  with the  Commission  on
                  August 5, 1987. The description of securities contained in the
                  referenced   registration   statement   was   updated  in  the
                  Registrant's  Annual Report on From 10-KSB for the fiscal year
                  ended December 31, 2002.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended,  subsequent  to the date of this  Registration  Statement  and prior to
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Nevada General Corporation Law

         We  have  authority   under  Section  78.7502  of  the  Nevada  General
Corporation  Law to indemnify our directors,  officers,  employees and agents to
the extent  provided for in such statute.  Section  78.751  provides  factors by
which we may determine that discretionary  indemnification under Section 78.7502
is authorized.




                                                                              15
<PAGE>

         Articles of Incorporation

         Our  Articles  of  Incorporation  provide  that we may,  to the fullest
extent permitted by Section 78.751 of the Nevada Revised Statutes, indemnify our
directors  and officers from and against any and all  expenses,  liabilities  or
other  matter  referred  to in or  covered  by such  section.  Furthermore,  the
Articles of Incorporation state that the indemnification  provided therein shall
not be deemed  exclusive of any other rights to which the persons so indemnified
may  be  entitled  under  any  Bylaw,   agreement,   vote  of   shareholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
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
person.

         Bylaws

         Our Amended and  Restated  Bylaws  provide that we will  indemnify  our
Directors to the fullest  extent  permitted by Chapter 78 of the Nevada  Revised
Statutes and may, if and to the extent authorized by our Board of Directors,  so
indemnify  our officers and any other person whom we have the power to indemnify
against liability, reasonable expense or other matter whatsoever.

         Commission Position on Indemnification

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The  following  documents  are filed as exhibits  to this  Registration
Statement.   Certain   documents   previously  filed  with  the  Commission  are
incorporated in this Registration Statement by reference.




                                                                              16
<PAGE>

Exhibit No.       Exhibit
- -----------       -------

4.1               Specimen Common Stock Certificate. (*)
4.2               Warrant to Purchase  200,000 Shares of Common Stock of Boulder
                  Acquisitions, Inc. dated February 23, 2004. (*)
5                 Opinion of Jackson Walker L.L.P. (*)
23.1              Consent of S. W. Hatfield, CPA (*)
23.2              Consent of Jackson Walker L.L.P. (included in opinion filed as
                  Exhibit 5)
- --------------------------------------------------------------------------------
(*) Filed herewith.



Item 9.           Undertakings.

The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement; and

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement.

         (2) That, for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.





                                                                              17
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Argyle, State of Texas, on May 3, 2004.

                                BOULDER ACQUISITIONS, INC.




                                By: /s/ Timothy P. Halter
                                   ---------------------------------------------
                                   Timothy P. Halter
                                   Director, Chief Executive Officer, President,
                                   Chief Operating Officer, Chairman of the
                                   Board, Secretary and Treasurer

































                                                                              18
<PAGE>

                                    EXHIBITS
                                INDEX TO EXHIBITS

Exhibit No.       Exhibit
- -----------       -------

4.1               Specimen Common Stock Certificate. (*)
4.2               Warrant to Purchase  200,000 Shares of Common Stock of Boulder
                  Acquisitions, Inc. dated February 23, 2004. (*)
5                 Opinion of Jackson Walker L.L.P. (*)
23.1              Consent of S. W. Hatfield, CPA (*)
23.2              Consent of Jackson Walker L.L.P. (included in opinion filed as
                  Exhibit 5)
- --------------------------------------------------------------------------------
(*) Filed herewith.


























                                                                              19



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>boulders8ex41050304.txt
<DESCRIPTION>SPECIMEN STOCK CERTIFICATE
<TEXT>

                                   EXHIBIT 4.1


                                                               CUSIP 101400 30 7
                           BOULDER ACQUISITIONS, INC.


               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

                                                               SEE REVERSE FOR
                                  COMMON STOCK               CERTAIN DEFINITIONS



                                    SPECIMEN


This
certifies
that







is the owner of


 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF
                           BOULDER ACQUISITIONS, INC.


(hereinafter  called  the  "Corporation"),  transferable  on  the  books  of the
Corporation by the holder hereof in person or by duly authorized attorney,  upon
surrender of the Certificate properly endorsed.  This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the  Articles of  Incorporation  and the Bylaws of the  Corporation,  as amended
(copies of which are on file at the  office of the  Transfer  Agent),  to all of
which  the  holder  of this  Certificate  by  acceptance  hereof  assents.  This
Certificate  is not valid unless  countersigned  and  registered by the Transfer
Agent and  Registrar.  Witness  the  facsmile  seal of the  Corporation  and the
facsimile signatures of its duly authorized officers.


DATE:


                            [CORPORATE SEAL OMITTED]



                               Countersigned:
PRESIDENT                                    SECURITIES TRANSFER CORPORATION
                                             P.O. Box 701629
                                             Dallas, TX 75370
                                          By:


SECRETARY                                    ___________________________________
                                             TRANSFER AGENT-AUTHORIZED SIGNATURE



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>boulders8ex42050304.txt
<DESCRIPTION>WARRANT TO PURCHASE COMMON STOCK
<TEXT>

                                  EXHIBIT 4.2

                                WARRANT AGREEMENT


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE  SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR APPLICABLE  STATE  SECURITIES  LAWS, OR AN OPINION OF COUNSEL IN
FORM,  REASONABLY  ACCEPTABLE  TO THE ISSUER THAT  REGISTRATION  IS NOT REQUIRED
UNDER THE 1933 ACT OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH
OFFER,  SALE,  ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH THE APPLICABLE STATE
SECURITIES LAWS.


                           BOULDER ACQUISITIONS, INC.

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

Date of Issuance:             February 23, 2004        Number of Shares: 200,000

         Boulder  Acquisitions,  Inc.,  a Nevada  corporation  (the  "Company"),
hereby certifies that, for Ten United States Dollars ($10.00) and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Timothy P. Halter,  the registered holder hereof or his permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company  upon  surrender of this  Warrant,  at any time or times on or after the
date of issuance,  but not after 5:00 P.M.  Central Time on the Expiration  Date
(as defined herein) 200,000 fully paid nonassessable  shares of Common Stock (as
defined herein) of the Company (the "Warrant  Shares") at the purchase price per
share provided in Section 1 below.

         Section 1.  Definitions.  The following words and terms as used in this
Warrant shall have the following meanings:

                  (a)  "Business  Day"  means  any day  that is not a  Saturday,
Sunday or a day on which the banks in the Dallas metropolitan area are generally
closed.

                  (b) "Common Stock" means (i) the Company's  common stock,  par
value $0.001 per share,  and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock  resulting from a  reclassification
of such Common Stock.

                  (c) "Expiration  Date" means the date three (3) years from the
date of this  Warrant or, if such date falls on a Saturday,  Sunday or other day
on which banks are required or  authorized to be closed in the City of Dallas or
the  State of Texas or on which  trading  does not take  place on the  principal
exchange or  automated  quotation  system on which the Common Stock is traded (a
"Holiday"), the next date that is not a Holiday.


                                       1
<PAGE>

                  (d) "Person" means an individual, a limited liability company,
a  partnership,  a joint  venture,  a corporation,  a trust,  an  unincorporated
organization and a government or any department or agency thereof.

                  (e)  "Securities  Act" means the  Securities  Act of 1933,  as
amended.

                  (f)  "Warrant"  means this Warrant and all Warrants  issued in
exchange, transfer or replacement of any thereof.

                  (g)  "Warrant  Exercise  Price"  shall be $0.20  per  share of
Common  Stock,  which  price is the current  fair market  value of the shares of
Common Stock.

         Section 2. Exercise of Warrant.

                  (a) Subject to the terms and conditions  hereof,  this Warrant
may be  exercised  by the  holder  hereof  then  registered  on the books of the
Company,  in whole or in part,  at any time on any  Business Day on or after the
date of issuance  of this  Warrant  and prior to 5:00 P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as Exhibit A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant  Shares to be  purchased,  (ii)  payment to the  Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (plus any applicable issue or
transfer  taxes) (the  "Aggregate  Exercise  Price") in cash or by check or wire
transfer,  and (iii) the  surrender  to a common  carrier  for  delivery  to the
Company  as soon  as  practicable  following  such  date,  this  Warrant  (or an
indemnification  undertaking  with  respect  to this  Warrant in the case of its
loss,  theft or  destruction);  provided,  that if such Warrant Shares are to be
issued in any name other  than that of the  registered  holder of this  Warrant,
such issuance  shall be deemed a transfer and the  provisions of Section 8 shall
be  applicable.  In the event of any exercise of the rights  represented by this
Warrant in compliance with this Section 2(a), a certificate or certificates  for
the Warrant Shares so purchased,  in such  denominations  as may be requested by
the holder hereof and  registered in the name of, or as directed by, the holder,
shall be delivered at the  Company's  expense to, or as directed by, such holder
as soon as practicable, and in no event later than ten (10) Business Days, after
the Company's receipt of the Exercise Notice,  the Aggregate  Exercise Price and
this Warrant (or an indemnification  undertaking with respect to this Warrant in
the case of its loss,  theft or  destruction).  Upon  delivery  of the  Exercise
Notice and Aggregate Exercise Price referred to in clause (ii) above, the holder
of this Warrant  shall be deemed for all  corporate  purposes to have become the
holder of record of the Warrant  Shares with  respect to which this  Warrant has
been exercised, irrespective of the date of delivery of this Warrant as required
by clause (iii) above or the certificates evidencing such Warrant Shares.

                  (b) Unless the rights  represented  by this Warrant shall have
expired  or shall have been  fully  exercised,  the  Company  shall,  as soon as
practicable and in no event later than ten (10) Business Days after any exercise
and at its own  expense,  issue a new Warrant  identical in all respects to this
Warrant  exercised  except it shall  represent  rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is exercised.


                                       2
<PAGE>

                  (c) No fractional shares of Common Stock are to be issued upon
the  exercise of this  Warrant,  but rather the number of shares of Common Stock
issued upon  exercise of this Warrant shall be rounded up or down to the nearest
whole number.

         Section 3. Covenants as to Common Stock.  The Company hereby  covenants
and agrees as follows:

                  (a) This  Warrant is, and any Warrant  issued in  substitution
for or  replacement  of this Warrant will upon issuance be, duly  authorized and
validly issued.

                  (b) All Warrant  Shares  which may be issued upon the exercise
of the rights  represented  by this  Warrant  will,  upon  issuance,  be validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

                  (c) During the period within which the rights  represented  by
this Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

                  (d) If the  Company  proposes  at any time (a) to declare  any
dividend  or  distribution  upon any of its stock,  whether  in cash,  property,
stock,  or other  securities and whether or not a regular cash dividend;  (b) to
offer for sale additional  shares of any class or series of the Company's stock;
(c) to effect any  reclassification or recapitalization of any of its stock; (d)
to merge or  consolidate  with or into any other  corporation,  or sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten  public  offering of the company's  securities
for cash,  then,  in  connection  with each such event,  the Company  shall give
Holder:  (1) at least 10 days prior written notice of the date on which a record
will be taken for such  dividend,  distribution,  or  subscription  rights  (and
specifying  the date on which the  holders  of  common  stock  will be  entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (c) and (d) above;  (2) in the case of the matters referred to in
(c) and (d)  above at least 10 days  prior  written  notice of the date when the
same will take place  (and  specifying  the date on which the  holders of common
stock will be entitled to exchange  their common stock for  securities  or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above,  the same notice as is given to the holders
of such registration rights.

         Section 4. Registration of Warrant Shares

                  (a) Mandatory Registration. The Company shall prepare, and, as
soon as  practicable  but in no event later than sixty (60)  calendar days after
the date the holder  exercises  this Warrant,  file with the SEC a  Registration
Statement or  Registration  Statements (as is necessary) on Form S-8 (or if such
form is unavailable,  such other form as is available for registration) covering
the resale of all of the  Warrant  Shares.  The initial  Registration  Statement
prepared  pursuant  hereto  shall  register  for resale at least that  number of
Company common stock shares equal to the number of Warrant Shares as of the date
immediately  preceding the date the  Registration  Statement is initially  filed
with the SEC,  subject to adjustment.  The Company shall use its best efforts to


                                       3
<PAGE>

have  the  Registration  Statement  declared  effective  by the  SEC as  soon as
practicable,  but in no event  later than 120  calendar  days after the date the
holder exercises this Warrant.

                  (b) Piggy Back  Registration  Rights.  If the Company decides,
including  as  required  under any  demand  registration  rights  agreement,  to
register any of its common stock or securities  convertible into or exchangeable
for common  stock under the  Securities  Act on a form which is suitable  for an
offering  for cash or shares of the Company  held by third  parties and which is
not a registration  solely to implement an employee benefit plan, a registration
statement on Form S-4 (or successor  form) or a transaction to which Rule 145 or
any other similar rule of the SEC is applicable,  the Company will promptly give
written  notice to the holder of this Warrant of its  intention to effect such a
registration.  Subject to Section 4(c) below,  the Company  shall include all of
the  Warrant  Shares  that  the  holder  requests  to  be  included  in  such  a
registration  by a written  notice  delivered to the Company within fifteen (15)
days after the notice given by the Company.

                  (c) If the  registration,  as described in Section 4(b) above,
involves an underwritten  offering, the Company will not be required to register
Warrant Shares in excess of the amount that the principal underwriter reasonably
and in good faith  recommends  may be included in such  offering (a  "Cutback"),
which recommendation, and supporting reasoning, shall be delivered to the holder
of this  Warrant.  If such a Cutback  occurs,  the  number  of  shares  that are
entitled to included in the registration and underwriting  shall be allocated in
the following  manner:  (i) first, to the Company for any securities it proposes
to sell  for  its own  account,  (ii)  second,  to the  holder  of this  Warrant
requiring such  registration,  and (iii) third, to other holders of stock of the
Company requesting inclusion in the registration,  pro rata among the respective
holders  thereof  on the  basis of the  number of  shares  for  which  each such
requesting holder has requested registration.

         Section 5. Taxes.  The Company shall pay any and all taxes which may be
payable  with  respect to the  issuance  and  delivery  of Warrant  Shares  upon
exercise of this Warrant.

         Section 6. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase  any  securities  (upon  exercise of this  Warrant or
otherwise)  or as a stockholder  of the Company,  whether such  liabilities  are
asserted by the Company or by creditors of the Company.

         Section 7.  Representations of Holder.  The holder of this Warrant,  by
the  acceptance  hereof,  represents  that it is acquiring  this Warrant and the
Warrant  Shares  for its own  account  for  investment  only and not with a view
towards,  or for resale in connection  with, the public sale or  distribution of
this  Warrant or the Warrant  Shares,  except  pursuant to sales  registered  or
exempted  under the  Securities  Act;  provided,  however,  that by  making  the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right


                                       4
<PAGE>

to dispose of this Warrant and the Warrant Shares at any time in accordance with
or pursuant to a  registration  statement or an exemption  under the  Securities
Act.

         Section 8. Ownership and Transfer.

                  (a) The  Company  shall  maintain at its  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the holder hereof), a register for this Warrant,  in which the Company
shall  record the name and address of the Person in whose name this  Warrant has
been issued, as well as the name and address of each transferee. The Company may
treat the Person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

                  (b) This Warrant and the rights  granted to the holder  hereof
are transferable,  in whole or in part, upon surrender of this Warrant, together
with a properly executed warrant power in the form of Exhibit B attached hereto;
provided,  however,  that any  transfer  or  assignment  shall be subject to the
conditions set forth in Section 8(c) below.

                  (c) The holder of this Warrant  understands  that this Warrant
has not been and is not expected to be,  registered  under the Securities Act or
any state securities  laws, and may not be offered for sale,  sold,  assigned or
transferred unless (a) subsequently  registered  thereunder,  or (b) such holder
shall  have  delivered  to the  Company  an opinion  of  counsel,  in  generally
acceptable  form,  to the effect  that the  securities  to be sold,  assigned or
transferred may be sold,  assigned or transferred  pursuant to an exemption from
such  registration;  provided  that  (i) any  sale of  such  securities  made in
reliance on Rule 144  promulgated  under the  Securities Act may be made only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  securities  under  circumstances  in which the
seller  (or the  person  through  whom the sale is made)  may be deemed to be an
underwriter  (as  that  term is  defined  in the  Securities  Act)  may  require
compliance  with some other  exemption under the Securities Act or the rules and
regulations  of the  Securities  and Exchange  Commission  thereunder;  and (ii)
neither the Company nor any other person is under any obligation to register the
Warrants under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder.

         Section 9. Adjustment to the Shares. The Warrant Exercise Price and the
number of shares of Common Stock issuable upon exercise of this Warrant shall be
adjusted from time to time as follows:

                  (a) Adjustment of Warrant  Exercise Price upon  Subdivision or
Combination  of  Common  Stock.  If the  Company  at  anytime  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitulation  or otherwise) one or more classes of its  outstanding  shares of
Common  Stock into a greater  number of shares,  the Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the  number of  shares of Common  Stock  obtainable  upon the  exercise  of this
Warrant will be proportionately  increased. If the Company at any time after the
date of issuance of this Warrant combines (by  combination,  reverse stock split
or otherwise) one or more classes of its outstanding shares of Common Stock into


                                       5
<PAGE>

a smaller number of shares,  the Warrant  Exercise  Price in effect  immediately
prior to such  combination will be  proportionately  increased and the number of
shares  of  Common  Stock  obtainable  upon  exercise  of this  Warrant  will be
proportionately decreased.

                  (b) Reclassification,  Exchange, Combinations or Substitution.
Upon any reclassification,  exchange,  substitution, or other event that results
in a change of the number and/or class of the securities  issuable upon exercise
or conversion  of this Warrant,  the holder of this Warrant shall be entitled to
receive,  upon exercise or  conversion  of this Warrant,  the number and kind of
securities  and property that the holder of this Warrant would have received for
the shares of Common Stock if this Warrant had been exercised immediately before
such reclassification,  exchange,  substitution,  or other event. The Company or
its successor  shall  promptly issue to holder of this Warrant a new Warrant for
such new  securities  or other  property.  The new  Warrant  shall  provide  for
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments  provided  for in this  Section  9  including,  without  limitation,
adjustments  to the Warrant  Exercise  Price and to the number of  securities or
property  issuable  upon  exercise of the new Warrant.  The  provisions  of this
Section 9(b) shall similarly apply to successive  reclassifications,  exchanges,
substitutions, or other events.

                  (c) Adjustments for Diluting  Issuances.  The Warrant Exercise
Price and the number of shares of Common Stock  issuable  upon  exercise of this
Warrant  shall be  subject  to  adjustment,  from time to time in the manner set
forth in the Company's Articles or Certificate of Incorporation as if the shares
of Common  Stock were issued and  outstanding  on and as of the date of any such
required adjustment.  The provisions set forth for the shares of Common Stock in
the Company's Articles or Certificate (as applicable) of Incorporation  relating
to the above in effect as of the date of issuance  may not be amended,  modified
or waived,  without  the prior  written  consent  of the holder of this  Warrant
unless such amendment, modification or waiver affects the rights associated with
the Warrant Shares in the same manner as such amendment,  modification or waiver
affects the rights associated with all other shares of the same series and class
as the shares granted to the holder.

                  (d) No Impairment.  The Company shall not, by amendment of its
Articles  or  Certificate  (as  applicable)  of   Incorporation   or  through  a
reorganization,  transfer of assets, consolidation,  merger, dissolution, issue,
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed  under
this  Warrant by the  Company,  but shall at all times in good  faith  assist in
carrying  out of all the  provisions  of this  Section 9 and in taking  all such
action as may be necessary or appropriate to protect  Holder's rights under this
Section against impairment.

                  (e) Certificate as to Adjustments. Upon each adjustment of the
Warrant Exercise Price, the Company shall promptly notify the holder in writing,
and, at the Company's expense, promptly compute such adjustment,  and furnish to
the holder with a certificate of its Chief Financial  Officer setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall,
upon written  request,  furnish to the holder a  certificate  setting  forth the
Warrant  Exercise  Price in  effect  upon the date  thereof  and the  series  of
adjustments leading to such Warrant Exercise Price.


                                       6
<PAGE>

         Section 10.  Lost,  Stolen,  Mutilated or  Destroyed  Warrant.  If this
Warrant is lost, stolen,  mutilated or destroyed,  the Company shall, on receipt
of an indemnification undertaking,  issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.

         Section  11.   Notice.   Any  notices,   consents,   waivers  or  other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered:  (i) upon receipt,
when delivered  personally;  (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one Business Day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

                  If to the Company:

                           Boulder Acquisitions, Inc.
                           211 West Wall Street
                           Midland, Texas  79701-4556

                  Notice to the holder of this  Warrant  shall be  addressed  as
                  follows  until  the  Company  receives  notice  of a change in
                  address:

                           Timothy P. Halter
                           12890 Hilltop Road
                           Argyle, Texas  76226

Each party shall provide five days' prior  written  notice to the other party of
any change in address or facsimile number.  Written  confirmation of receipt (A)
given by the recipient of such notice,  consent,  waiver or other communication,
(B) mechanically or electronically  generated by the sender's  facsimile machine
containing the time, date,  recipient facsimile number and an image of the first
page of such transmission or (C) provided by a nationally  recognized  overnight
delivery service shall be rebuttable  evidence of personal  service,  receipt by
facsimile or receipt from a nationally  recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

         Section 12. Date.  The date of this Warrant is February 23, 2004.  This
Warrant, in all events, shall be wholly void and of no effect after the close of
business on the Expiration Date.

         Section 13. Amendment and Waiver.  Except as otherwise provided herein,
the  provisions  of this  Warrant  may be amended  and the  Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
holder of this Warrant.

         Section  14.  Descriptive  Headings  The  descriptive  headings  of the
several  Sections and  paragraphs  of this Warrant are inserted for  convenience
only and do not constitute a part of this Warrant.

         Section  15.  Governing  Law.  This  Warrant  shall be  governed by and
construed  and  enforced  in  accordance  with the laws of the  State of  Texas,
without  giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Texas or any other  jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Texas.

         This Warrant has been duly executed by the Company as of the date first
set forth above.

                                                     BOULDER ACQUISITIONS, INC.



                                                     By: /s/ Glenn A. Little
                                                        ------------------------
                                                        Glenn A. Little
                                                        Chief Executive Officer
























                                       7
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                           BOULDER ACQUISITIONS, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
__________________________  of the shares of Common Stock ("Warrant  Shares") of
Boulder Acquisitions,  Inc., a Nevada corporation (the "Company"),  evidenced by
the attached  Warrant  (the  "Warrant").  Capitalized  terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1. Payment of Warrant  Exercise Price.  The holder shall pay the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

         2. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: ___________________, 200_




Name of Registered Holder

_____________________________

Name:________________________























                                      A-1

<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of Boulder Acquisitions, Inc., a Nevada
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _______________, 200__

                                     ___________________________________________

                                     Name:______________________________________


























                                      B-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>boulders8ex5050304.txt
<DESCRIPTION>OPINION OF JACKSON WALKER, L.L.P.
<TEXT>

                                    EXHIBIT 5

                              Jackson Walker L.L.P.
                           901 Main Street, Suite 6000
                               Dallas, Texas 75202



                                   May 3, 2004



Boulder Acquisitions, Inc.
12890 Hilltop Road
Argyle, Texas 76226

        Re:   Registration Statement on Form S-8
              Employee Compensation Plan

Gentlemen:

         We have acted as counsel for Boulder Acquisitions, Inc. (the "Company")
in connection with the  Registration  Statement on Form S-8 filed by the Company
with the Securities and Exchange Commission to effect the registration, pursuant
to the  Securities  Act of 1933, of 100,000  shares of common stock,  $0.001 par
value  (the  "Common  Stock"),  which may be offered  by the  Company  under the
above-referenced plan (the "Plan").

         In connection with this opinion,  we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and statements of directors, officers and employees of,
and the accountants for, the Company. We also have examined originals or copies,
certified or otherwise  identified to our  satisfaction,  of such  corporate and
other  instruments,  documents  and  records  as we  have  deemed  relevant  and
necessary to examine for the purpose of this  opinion,  including  the Plan.  In
addition, we have reviewed such questions of law as we have considered necessary
and appropriate for the purposes of this opinion.

         We have assumed the  accuracy and  completeness  of all  documents  and
records  that we have  reviewed,  the  genuineness  of all  signatures,  the due
authority  of the  parties  signing  such  documents,  the  authenticity  of all
documents submitted to us as originals,  the conformity to original documents of
all the  documents  submitted to us as certified or  photostatic  copies and the
authenticity of the originals of such latter documents.

         Based upon and  subject to the  foregoing,  we advise you that,  in our
opinion, the shares of Common Stock proposed to be offered by the Company as set
forth in the  Registration  Statement have been duly authorized and, when issued
and sold in accordance with the Plan referred to in the Registration  Statement,
such shares will be validly issued, fully paid and nonassessable.



<PAGE>


         We hereby  consent to the  filing of this  opinion as an exhibit to the
above-referenced  Registration  Statement.  In giving  this  consent,  we do not
hereby  admit that we are in the category of persons  whose  consent is required
under Section 7 of the  Securities  Act of 1933 or the rules and  regulations of
the Securities and Exchange Commission.

         We express no opinions as to matters  under or involving any laws other
than  the  federal  laws  of the  United  States  of  America  and  the  General
Corporation Law of the State of Nevada.

                                                          Very truly yours,



                                                          /s/ Jackson Walker
                                                         ---------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>boulders8ex231050304.txt
<DESCRIPTION>CONSENT OF S.W. HATFIELD, C.P.A.
<TEXT>

                                  EXHIBIT 23.1


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We consent to the  incorporation by reference in the  Registration  Statement on
Form  S-8  under  the  Securities  Act of 1933 of  Boulder  Acquisitions,  Inc.,
covering the Employee  Compensation Plan of Boulder  Acquisitions,  Inc., of our
independent  auditor's  report dated  January 12, 2004 on the balance  sheets of
Boulder  Acquisitions,  Inc. (SEC File No.  0-12536) as of December 31, 2003 and
2002 and the related statements of operations and comprehensive loss, changes in
shareholders'  equity and cash flows for the years ended  December  31, 2003 and
2002,  respectively,  which  report  appears in the 2003  Annual  Report on Form
10-KSB of Boulder Acquisitions, Inc.


                                                      /s/ S. W. Hatfield, CPA
                                                     -------------------------
                                                     S. W. HATFIELD, CPA
Dallas, Texas
April 29, 2004








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