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<SEC-DOCUMENT>0001010549-04-000281.txt : 20040430
<SEC-HEADER>0001010549-04-000281.hdr.sgml : 20040430
<ACCEPTANCE-DATETIME>20040430114154
ACCESSION NUMBER:		0001010549-04-000281
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040331
FILED AS OF DATE:		20040430

FILER:

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

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		04768201

	BUSINESS ADDRESS:	
		STREET 1:		211 W WALL
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701
		BUSINESS PHONE:		8003514515

	MAIL ADDRESS:	
		STREET 1:		211 W WALL
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOULDER BREWING CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>boulder10qsb033104.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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


(Mark one)

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


           For the quarterly period ended March 31, 2004

         Transition Report Under Section 13 or 15(d) of the Securities  Exchange
- ------   Act of 1934


           For the transition period from ______________ to _____________

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


                         Commission File Number: 0-12536
                                                 -------

                           Boulder Acquisitions, Inc.
        (Exact name of small business issuer as specified in its charter)

          Nevada                                               90-0093373
(State of incorporation)                                (IRS Employer ID Number)

                      12890 Hilltop Road, Argyle, TX 76226
                    (Address of principal executive offices)

                                 (972) 233-0300
                           (Issuer's telephone number)


                  211 West Wall Street, Midland, TX 79701-4556
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: April 29, 2004: 1,102,956

Transitional Small Business Disclosure Format (check one): YES    NO X
                                                              ---   ---



<PAGE>

                           Boulder Acquisitions, Inc.

                Form 10-QSB for the Quarter ended March 31, 2004

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         13

  Item 3   Controls and Procedures                                           15

Part II - Other Information

  Item 1   Legal Proceedings                                                 15

  Item 2   Changes in Securities                                             15

  Item 3   Defaults Upon Senior Securities                                   16

  Item 4   Submission of Matters to a Vote of Security Holders               16

  Item 5   Other Information                                                 16

  Item 6   Exhibits and Reports on Form 8-K                                  17


Signatures                                                                   17

























                                                                               2

<PAGE>
<TABLE>
<CAPTION>

Part I
Item 1 - Financial Statements


                           Boulder Acquisitions, Inc.
                                 Balance Sheets
                             March 31, 2004 and 2003

                                   (Unaudited)

                                                              March 31,      March 31,
                                                                2004           2003
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                  $   302,096    $     1,931
                                                             -----------    -----------

Total Assets                                                 $   302,096    $     1,931
                                                             ===========    ===========


                      Liabilities and Shareholders' Equity
                      ------------------------------------

 Liabilities
   Accounts payable - trade                                  $      --      $      --
                                                             -----------    -----------

     Total liabilities                                              --             --
                                                             -----------    -----------

Commitments and contingencies

Shareholders' Equity
   Common stock - $0.001 par value
     100,000,000 shares authorized
     1,102,956 and 277,956 shares
       issued and outstanding, respectively                        1,103            278
   Additional paid-in capital                                  3,292,803      2,963,628
   Accumulated deficit                                        (2,991,810)    (2,961,975)
                                                             -----------    -----------

     Total shareholders' equity                                  302,096          1,931
                                                             -----------    -----------

Total Liabilities and Shareholders' Equity                   $   302,096    $     1,931
                                                             ===========    ===========

</TABLE>




















   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               3

<PAGE>

                           Boulder Acquisitions, Inc.
                Statements of Operations and Comprehensive Income
                   Three months ended March 31, 2004 and 2003

                                   (Unaudited)

                                                    Three months    Three months
                                                        ended           ended
                                                      March 31,       March 31,
                                                        2004            2003
                                                    ------------    ------------

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

Expenses
   General and administrative expenses
     Consulting fees paid to related party                30,000            --
                                                    ------------    ------------

Loss from Operations                                     (30,000)           --

Other income
   Interest income                                           164               4
                                                    ------------    ------------

Income (Loss) before
   provision for income taxes                            (29,836)              4

Provision for Income Taxes                                  --              --
                                                    ------------    ------------

Net Income (Loss)                                        (29,836)              4

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

Comprehensive Income (Loss)                         $    (29,836)   $          4
                                                    ============    ============

Loss per weighted-average share
   of common stock outstanding,
   computed on Net Loss - basic and fully diluted   $      (0.05)            nil
                                                    ============    ============

Weighted-average number of shares
   of common stock outstanding                           647,187         277,956
                                                    ============    ============









   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.
                            Statements of Cash Flows
                   Three months ended March 31, 2004 and 2003

                                   (Unaudited)

                                                             Three months    Three months
                                                                 ended           ended
                                                               March 31,       March 31,
                                                                 2004            2003
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash Flows from Operating Activities
   Net Income (Loss)                                         $    (29,836)   $          4
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Depreciation                                                  --              --
       Consulting fees paid with common stock                      30,000            --
                                                             ------------    ------------

Net cash used in operating activities                                 164               4
                                                             ------------    ------------


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


Cash Flows from Financing Activities
   Proceeds from sale of common stock                             300,000            --
                                                             ------------    ------------

Net cash provided by financing activities                         300,000            --
                                                             ------------    ------------


Increase (Decrease) in Cash and Cash Equivalents                  300,164               4

Cash and cash equivalents at beginning of period                    1,932           1,927
                                                             ------------    ------------

Cash and cash equivalents at end of period                   $    302,096    $      1,931
                                                             ============    ============

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



   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               5

<PAGE>

                           Boulder Acquisitions, Inc.

                         Notes to Financial Statements


Note A - Organization and Description of Business

Boulder  Acquisitions,  Inc.  (Company) was  incorporated  under the laws of the
State of  Colorado  in 1980 as Boulder  Brewing  Company.  The  Company  was the
successor to a general partnership formed in 1979.

In September 2001, the Company changed its state of Incorporation  from Colorado
to Nevada  by means of a merger  with and into  Boulder  Acquisitions,  Inc.,  a
Nevada  corporation  formed on  September  6, 2001  solely  for the  purpose  of
effecting the  reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of  Incorporation  eliminated  the provision for the
Company to issue  preferred stock and did not make any other changes the capital
structure of the Company.

From the initial inception of the original partnership through 1990, the Company
was in the business of operating a microbrewery  (generally defined as a brewery
which produces less than 15,000 barrels per year) in Boulder,  Colorado.  During
1990, as a result of various debt defaults, the Company's assets were foreclosed
upon and the Company ceased all business operations.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended December 31, 1990.


Note B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

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

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2003.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.


                                                                               6

<PAGE>

                           Boulder Acquisitions, Inc.

                    Notes to Financial Statements - Continued


Note B - Preparation of Financial Statements - Continued

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2004.


Note C - Going Concern Uncertainty

From the initial inception of the original partnership through 1990, the Company
was in the business of operating a microbrewery  (generally defined as a brewery
which produces less than 15,000 barrels per year) in Boulder,  Colorado.  During
1990, as a result of various debt defaults, the Company's assets were foreclosed
upon and the Company ceased all business operations.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended December 31, 1990. Accordingly,  the Company is dependent upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity at this time.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  shareholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
shareholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  shareholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant shareholders to provide
additional future funding.


Note D - Related Party Transaction

On February 23, 2004,  the Company  agreed to pay Little and Company  Investment
Securities,  an entity owned by the Company's  former  controlling  shareholder,
officer and director,  $30,000 in consulting fees related to a February 23, 2004
change in control  transaction.  In the  formalization of this  obligation,  the
Company  issued a $30,000  non-interest  bearing  promissory  note  maturing  on
February 23, 2005. Concurrent with the change in control, the Company and Little
and Company Investment  Securities executed an "Exchange  Agreement" whereby the
Company  issued  150,000  shares of  unregistered,  restricted  common  stock in
satisfaction of the outstanding promissory note.

                                                                               7

<PAGE>

                           Boulder Acquisitions, Inc.

                    Notes to Financial Statements - Continued


Note E - Summary of Significant Accounting Policies

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

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

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

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2004 and 2003, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of March 31,  2004 and 2003,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

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

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common shareholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.  Fully diluted earnings (loss) per share
     is  computed  similar  to basic  income  (loss) per share  except  that the
     denominator is increased to include the number of common stock  equivalents
     (primarily  outstanding  options and  warrants).  Common stock  equivalents
     represent the dilutive  effect of the assumed  exercise of the  outstanding
     stock options and warrants,  using the treasury stock method, at either the
     beginning  of the  respective  period  presented  or the date of  issuance,
     whichever is later, and only if the common stock equivalents are considered
     dilutive  based  upon the  Company's  net  income  (loss)  position  at the
     calculation date.

     The following  common stock  equivalents were excluded from the calculation
     of diluted loss per share since their effect would have been anti-dilutive:

                                                           March 31,   March 31,
                                                              2004        2003
                                                           ---------   ---------

     February 2004 Warrants                                  200,000        --
                                                           =========   =========


Note F - Fair Value of Financial Instruments

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


                                                                               8

<PAGE>

                           Boulder Acquisitions, Inc.

                    Notes to Financial Statements - Continued


Note F - Fair Value of Financial Instruments - Continued

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


Note G -Income Taxes

The  components  of income tax  (benefit)  expense for each of the three  months
ended March 31, 2004 and 2003, respectively, are as follows:

                                                     Three months   Three months
                                                         ended          ended
                                                       March 31,      March 31,
                                                         2004           2003
                                                     ------------   ------------
     Federal:
       Current                                       $       --     $       --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------
     State:
       Current                                               --             --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------

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

As of March 31,  2004,  as a result of a February  2004 change in  control,  the
Company has a limited net operating loss  carryforward  to offset future taxable
income.  Subject to current regulations,  this carryforward will begin to expire
in 2021. The amount and availability of the net operating loss carryforwards may
be subject to limitations set forth by the Internal  Revenue Code.  Factors such
as the number of shares  ultimately issued within a three year look-back period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term  tax  exempt  bond  rate;  continuity  of  historical  business;   and
subsequent  income of the  Company  all enter  into the  annual  computation  of
allowable annual utilization of the carryforwards.



                (Remainder of this page left blank intentionally)



                                                                               9

<PAGE>
<TABLE>
<CAPTION>

                           Boulder Acquisitions, Inc.

                    Notes to Financial Statements - Continued


Note G - Income Taxes - Continued

The Company's  income tax expense  (benefit) for each of the three month periods
ended March 31, 2004 and 2003, respectively, differed from the statutory federal
rate of 34 percent as follows:

                                                        Three months    Three months
                                                            ended           ended
                                                          March 31,       March 31,
                                                            2004            2003
                                                        ------------    ------------
<S>                                                     <C>             <C>
Statutory rate applied to
   income (loss) before income taxes                    $    (10,000)   $          1
Increase (decrease) in income taxes resulting from:
     State income taxes                                         --              --
     Other, including graduated tax brackets, reserve
       for deferred tax asset and application of net
       operating loss carryforward                            10,000              (1)
                                                        ------------    ------------

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

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of March 31, 2004 and 2003, respectively:

                                                          March 31,   March 31,
                                                             2004        2003
                                                          ---------   ---------
     Deferred tax assets
       Net operating loss carryforwards                   $    --     $   6,200
       Less valuation allowance                                --        (6,200)
                                                          ---------   ---------

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

During  each of the three  month  periods  ended  March 31,  2004 and 2003,  the
reserve  for  the  deferred   current  tax  asset   increased   (decreased)   by
approximately $(6,200) and $-0-, respectively.


Note H - Common Stock Transactions

During the second quarter of 2003, the Company's Board of Directors  unanimously
adopted  a  resolution  seeking  shareholder  approval  to  grant  the  Board of
Directors  authority  to amend the  Company's  Articles  of  Incorporation  (the
"Articles")  to effect a reverse stock split of the then issued and  outstanding
common  stock.  Holders of a majority of our common  stock  approved the Boards'
recommendation  of amending the Articles to effect a one-for- 150 reverse  stock
split by consent in lieu of Special Meeting on April 30, 2003.

The reverse stock split,  effected on or about June 10, 2003, did not change the
number of  authorized  shares of common stock or the par value of the  Company's
common stock.  Except for any changes as a result of the treatment of fractional
shares,  each shareholder  holds the same percentage of common stock outstanding
immediately   following  the  reverse  stock  split  as  such   shareholder  did
immediately prior to the reverse stock split.


                                                                              10

<PAGE>

                           Boulder Acquisitions, Inc.

                    Notes to Financial Statements - Continued


Note H - Common Stock Transactions - Continued

No scrip or fractional  certificates were issued in connection with this reverse
stock split.  Shareholders who otherwise would be entitled to receive fractional
shares  because they hold a number of Old Shares not evenly  divisible will have
the number of new shares to which they are entitled  rounded down to the nearest
whole  number.  Holders of less than 150 Old  Shares,  regardless  of the actual
number held,  will be entitled,  upon surrender of  certificate(s)  representing
such shares,  to a cash  payment of $0.05 in lieu  thereof.  The  ownership of a
fractional  interest  will not give the holder  thereof any voting,  dividend or
other rights except to receive payment therefore as described herein. There have
been no requests  for payment of the $0.05 cash payment  received by  management
through March 31, 2004 or subsequent thereto.  The Company remains  contingently
liable for approximately $50 in payments for Holders of less than 150 Old Shares
cancelled as a result of this action.

This action caused the issued and outstanding shares to decrease from 83,790,676
to  approximately  558,600.  The  effect  of this  action  is  reflected  in the
accompanying  financial  statements  as of the  first  day of the  first  period
presented.

On February 23, 2004,  the Company sold  1,500,000  shares of restricted  common
stock  at  $.20  per  share  for  gross  proceeds  of  $300,000,  pursuant  to a
subscription  agreement,  to Halter  Financial  Group,  Inc., an entity owned by
Timothy P. Halter, who became the Company's current Chief Executive Officer. The
Company relied upon Section 4(2) of The Securities Act of 1933, as amended,  for
an exemption from  registration  of these shares and no underwriter  was used in
this transaction. As a result of this transaction,  Halter Financial Group, Inc.
became the Company's  controlling  shareholder,  owning  1,500,000 shares of the
2,207,612  issued and outstanding  shares of the  Registrant's  common stock, or
67.9%.

On February 23, 2004,  the Company  agreed to pay Little and Company  Investment
Securities, an entity owned by Glenn A. Little, the Company's former controlling
shareholder,  officer and director,  $30,000 in  consulting  fees related to the
above discussed  transaction and in consideration  for maintaining the corporate
entity. To formalize this obligation,  the Company issued a $30,000 non-interest
bearing promissory note maturing on February 23, 2005. Concurrent with the above
discussed  change in control  transaction,  the  Company  and Little and Company
Investment  Securities  executed  an  "Exchange  Agreement"  whereby the Company
issued 150,000 shares of unregistered,  restricted  common stock in satisfaction
of the outstanding  promissory note. The Company relied upon Section 4(2) of the
Securities Act of 1933, as amended,  for an exemption from registration of these
shares and no underwriter was used in this transaction.

On March 19,  2004,  the Company  filed a Schedule 14C -  Information  Statement
Pursuant to Section 14(c) of the  Securities  Exchange Act of 1934 giving notice
that  the  Company   received  written  consents  in  lieu  of  a  meeting  from
shareholders representing  approximately 93% of our outstanding shares of common
stock  approving an  amendment  and  restatement  of the  Company's  Articles of
Incorporation to effect, among other things, a one-for- two reverse split of the
Company's  issued and outstanding  common stock.  There was no change in the par
value of the Company's common stock. This action was effective on April 27, 2004
and is reflected in the Company's  accompanying  financial  statements as of the
first day of the first period presented.

No scrip or fractional  certificates were issued in connection with this reverse
stock split.  Shareholders who otherwise would be entitled to receive fractional
shares  because they hold a number of Old Shares not evenly  divisible will have
the number of new shares to which they are entitled  rounded down to the nearest
whole number. Holders of less than 2 Old Shares, regardless of the actual number
held,  will be entitled,  upon  surrender of  certificate(s)  representing  such
shares,  to a cash  payment  of  $0.20  in  lieu  thereof.  The  ownership  of a
fractional  interest  will not give the holder  thereof any voting,  dividend or
other  rights  except to receive  payment  therefore as  described  herein.  The
Company has deposited with it's independent  stock transfer agent  approximately
$170 to provide the $0.20  payment to the  Shareholders  that do not receive any
New Shares as a result of this action.

                                                                              11

<PAGE>

                           Boulder Acquisitions, Inc.

                    Notes to Financial Statements - Continued


Note H - Common Stock Transactions - Continued

This action caused the issued and outstanding  shares to decrease from 2,207,612
to  1,102,956.  The  effect of this  action  is  reflected  in the  accompanying
financial statements as of the first day of the first period presented.


Note I - Stock Warrant

As a result of the February 23, 2004 change in control and in consideration  for
agreeing to serve as an officer and director of the  Company,  Timothy P. Halter
was  granted a stock  warrant to  purchase  up to 100,000  post-April  27,  2004
reverse split shares of the Company's restricted, unregistered common stock at a
price of $0.40 per share, in reliance upon the exemption from  registration  set
forth in Section 4(2) of the Securities Act of 1933, as amended. This warrant is
exercisable at any time after its issuance and expires on February 23, 2007. Due
to the uncertainty  related to the ultimate  exercise for purchase of any shares
covered by this  warrant,  the Company did not assign any  compensation  expense
upon the issuance of this warrant.

The following table presents warrant activity through March 31, 2004:

                                                                      Weighted
                                                                       Average
                                                          Number of   Exercise
                                                            Shares      Price
                                                          ---------   ---------

Balance at December 31, 2003                                   --           --

Issued                                                      100,000   $     0.40
                                                            -------

Balance at March 31, 2004                                   100,000
                                                            =======


                (Remainder of this page left blank intentionally)























                                                                              12

<PAGE>

Part I - Item 2

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

(1)  Caution Regarding Forward-Looking Information

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

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

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

(2)  Results of Operations, Liquidity and Capital Resources

Quarters Ended March 31, 2003 and 2002

The Company had no revenue for the  respective  three month  periods ended March
31, 2004 and 2003, respectively.

General and  administrative  expenses for the quarters  ended March 31, 2004 and
2003 were approximately $ 30,000 and $-0-, respectively. The $30,000 in expenses
were consulting fees paid to Little and Company Investment Securities, an entity
owned by Glenn A. Little, the Company's former controlling shareholder,  officer
and  director,  for  consulting  fees  related to a February  23, 2004 change in
control transaction and in consideration for maintaining the corporate entity.

The Company also received  interest income of  approximately  $164 and $4 during
the first  quarter  of 2004 and  2003,  respectively,  as a result  of  invested
working capital funds.

Net  income  (loss)  for the  three  months  ended  March  31,  2004  and  2003,
respectively,  was approximately $(29,836) and $4. Earnings (loss) per share for
the  respective  quarters ended March 31, 2004 and 2003 was $(0.05) and $0.00 on
the weighted-average shares issued and outstanding.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under The  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At March 31, 2004 and 2003,  respectively,  the  Company had working  capital of
approximately $302,096 and $1,931.

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

                                                                              13

<PAGE>

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

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

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

General
- -------

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

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

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

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

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

                                                                              14

<PAGE>

     (1)  will have been convicted of securities  fraud,  mail fraud, tax fraud,
          embezzlement,   bribery,  or  a  similar  criminal  offense  involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will have been  subject to a  temporary  or  permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will have been a defendant in a civil action which resulted in a final
          judgement  against it or him awarding damages or rescission based upon
          unlawful practices or sales of securities.

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


Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief  Executive  and  Chief  Financial  Officer.  Based  upon  that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive and Chief Financial Officer as appropriate,  to allow timely decisions
regarding required disclosure.


Part II - Other Information

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     On February  23,  2004,  the Company sold  1,500,000  shares of  restricted
     common stock at $.20 per share for gross proceeds of $300,000,  pursuant to
     a subscription  agreement, to Halter Financial Group, Inc., an entity owned
     by Timothy P. Halter,  who became the  Company's  current  Chief  Executive



                                                                              15

<PAGE>

     Officer.  The Company  relied upon  Section 4(2) of The  Securities  Act of
     1933, as amended, for an exemption from registration of these shares and no
     underwriter was used in this transaction.  As a result of this transaction,
     Halter Financial Group, Inc. became the Company's controlling  shareholder,
     owning 1,500,000  shares of the 2,207,612 issued and outstanding  shares of
     the Registrant's common stock, or 67.9%.


On February 23, 2004,  the Company  agreed to pay Little and Company  Investment
Securities, an entity owned by Glenn A. Little, the Company's former controlling
shareholder,  officer and director,  $30,000 in  consulting  fees related to the
above discussed  transaction and in consideration  for maintaining the corporate
entity. To formalize this obligation,  the Company issued a $30,000 non-interest
bearing promissory note maturing on February 23, 2005. Concurrent with the above
discussed  change in control  transaction,  the  Company  and Little and Company
Investment  Securities  executed  an  "Exchange  Agreement"  whereby the Company
issued 150,000 shares of unregistered,  restricted  common stock in satisfaction
of the outstanding  promissory note. The Company relied upon Section 4(2) of the
Securities Act of 1933, as amended,  for an exemption from registration of these
shares and no underwriter was used in this transaction.

On March 19,  2004,  the Company  filed a Schedule 14C -  Information  Statement
Pursuant to Section 14(c) of the  Securities  Exchange Act of 1934 giving notice
that  the  Company   received  written  consents  in  lieu  of  a  meeting  from
shareholders representing  approximately 93% of our outstanding shares of common
stock  approving an  amendment  and  restatement  of the  Company's  Articles of
Incorporation to effect, among other things, a one-for- two reverse split of the
Company's  issued and outstanding  common stock.  There was no change in the par
value of the Company's common stock. This action was effective on April 27, 2004
and is reflected in the Company's  accompanying  financial  statements as of the
first day of the first period presented.

No scrip or fractional  certificates were issued in connection with this reverse
stock split.  Shareholders who otherwise would be entitled to receive fractional
shares  because they hold a number of Old Shares not evenly  divisible will have
the number of new shares to which they are entitled  rounded down to the nearest
whole number. Holders of less than 2 Old Shares, regardless of the actual number
held,  will be entitled,  upon  surrender of  certificate(s)  representing  such
shares,  to a cash  payment  of  $0.20  in  lieu  thereof.  The  ownership  of a
fractional  interest  will not give the holder  thereof any voting,  dividend or
other  rights  except to receive  payment  therefore as  described  herein.  The
Company has deposited with it's independent  stock transfer agent  approximately
$170 to provide the $0.20  payment to the  Shareholders  that do not receive any
New Shares as a result of this action.

This action caused the issued and outstanding  shares to decrease from 2,207,612
to  1,102,956.  The  effect of this  action  is  reflected  in the  accompanying
financial statements as of the first day of the first period presented.

As a result of the February 23, 2004 change in control and in consideration  for
agreeing to serve as an officer and director of the  Company,  Timothy P. Halter
was  granted a stock  warrant to  purchase  up to 100,000  post-April  27,  2004
reverse split shares of the Company's restricted, unregistered common stock at a
price of $0.40 per share, in reliance upon the exemption from  registration  set
forth in Section 4(2) of the Securities Act of 1933, as amended. This warrant is
exercisable at any time after its issuance and expires on February 23, 2007. Due
to the uncertainty  related to the ultimate  exercise for purchase of any shares
covered by this  warrant,  the Company did not assign any  compensation  expense
upon the issuance of this warrant.

Item 3 - Defaults on Senior Securities

     None

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

     The Company has held no regularly scheduled,  called or special meetings of
     shareholders during the reporting period.

Item 5 - Other Information

     None


                                                                              16

<PAGE>



Item 6 - Exhibits and Reports on Form 8-K

   Exhibits
   --------

     3.1  Amended and Restated Bylaws of Boulder Acquisitions, Inc
     31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
     32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

   Reports on Form 8-K
   -------------------
     February 23, 2004
          Disclosure  of sale of  1,500,000  shares  of  common  stock to Halter
          Financial Group,  Inc.,  issuance of warrant to purchase up to 200,000
          shares of common  stock to Timothy P.  Halter  and  announcement  of a
          change in control and in executive officers and directors.

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

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                      Boulder Acquisitions, Inc.

Dated: April 29, 2004                                /s/ Timothy P. Halter
       --------------                       ------------------------------------
                                                               Timothy P. Halter
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director


























                                                                              17




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>boulder10qsbex31033104.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>

Exhibit 3.1
- -----------



                           AMENDED AND RESTATED BYLAWS

                                       OF

                           BOULDER ACQUISITIONS, INC.


<PAGE>




                                TABLE OF CONTENTS

ARTICLE I......................................................................1
   OFFICES.....................................................................1
      Section 1.1 Registered Office............................................1
      Section 1.2 Other Offices................................................1

ARTICLE II.....................................................................1
   SHAREHOLDERS................................................................1
      Section 2.1 Place of Meetings............................................1
      Section 2.2 Annual Meeting...............................................1
      Section 2.3 List of Shareholders.........................................1
      Section 2.4 Special Meetings.............................................1
      Section 2.5 Notice.......................................................2
      Section 2.6 Quorum.......................................................2
      Section 2.7 Voting.......................................................2
      Section 2.8 Method of Voting.............................................2
      Section 2.9 Record Date; Closing Transfer Books..........................3
      Section 2.10   Action by Consent.........................................3

ARTICLE III....................................................................3
   BOARD OF DIRECTORS..........................................................3
      Section 3.1 Management...................................................3
      Section 3.2 Qualification; Election; Term................................3
      Section 3.3 Number.......................................................3
      Section 3.4 Removal......................................................4
      Section 3.5 Vacancies....................................................4
      Section 3.6 Place of Meetings............................................4
      Section 3.7 Annual Meeting...............................................4
      Section 3.8 Regular Meetings.............................................4
      Section 3.9 Special Meetings.............................................4
      Section 3.10   Quorum....................................................4
      Section 3.11   Interested Directors......................................4
      Section 3.12   Committees................................................5
      Section 3.13   Action by Consent.........................................5
      Section 3.14   Compensation of Directors.................................5

ARTICLE IV.....................................................................5
   NOTICE......................................................................5
      Section 4.1 Form of Notice...............................................5
      Section 4.2 Waiver.......................................................5

                                       i

<PAGE>


ARTICLE V......................................................................6
   OFFICERS AND AGENTS.........................................................6
      Section 5.1 In General...................................................6
      Section 5.2 Election.....................................................6
      Section 5.3 Other Officers and Agents....................................6
      Section 5.4 Compensation.................................................6
      Section 5.5 Term of Office and Removal...................................6
      Section 5.6 Employment and Other Contracts...............................6
      Section 5.7 Chairman of the Board of Directors...........................6
      Section 5.8 President....................................................6
      Section 5.9 Vice Presidents..............................................7
      Section 5.10   Secretary.................................................7
      Section 5.11   Assistant Secretaries.....................................7
      Section 5.12   Treasurer.................................................7
      Section 5.13   Assistant Treasurers......................................7
      Section 5.14   Bonding...................................................7

ARTICLE VI.....................................................................8
   CERTIFICATES REPRESENTING SHARES............................................8
      Section 6.1 Form of Certificates.........................................8
      Section 6.2 Lost Certificates............................................8
      Section 6.3 Transfer of Shares...........................................8
      Section 6.4 Registered Shareholders......................................8

ARTICLE VII....................................................................9
   GENERAL PROVISIONS..........................................................9
      Section 7.1 Dividends....................................................9
      Section 7.2 Reserves.....................................................9
      Section 7.3 Telephone and Similar Meetings...............................9
      Section 7.4 Books and Records............................................9
      Section 7.5 Fiscal Year..................................................9
      Section 7.6 Seal. 9
      Section 7.7 Indemnification.............................................10
      Section 7.8 Insurance...................................................10
      Section 7.9 Resignation.................................................10
      Section 7.10   Amendment of Bylaws......................................10
      Section 7.11   Invalid Provisions.......................................10
      Section 7.12   Relation to Articles of Incorporation....................10

                                       ii

<PAGE>



                           AMENDED AND RESTATED BYLAWS
                                       OF
                           BOULDER ACQUISITIONS, INC.

                                    ARTICLE I

                                     OFFICES

     Section 1.1 Registered  Office.  The registered office and registered agent
of Boulder  Acquisitions,  Inc. (the "Corporation") will be as from time to time
set forth in the  Corporation's  Articles of Incorporation or in any certificate
filed  with the  Secretary  of  State  of the  State  of  Nevada  to amend  such
information.

     Section 1.2 Other Offices.  The  Corporation  may also have offices at such
other  places,  both  within and  without  the State of Nevada,  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 2.1 Place of  Meetings.  All meetings of the  shareholders  for the
election of Directors will be held at such place, within or without the State of
Nevada or the United States of America, as may be fixed from time to time by the
Board of Directors.  Meetings of shareholders  for any other purpose may be held
at such time and  place,  within or  without  the State of Nevada or the  United
States of  America,  as may be stated in the notice of the  meeting or in a duly
executed waiver of notice thereof.

     Section 2.2 Annual Meeting.  An annual meeting of the shareholders  will be
held at such  time as may be  determined  by the  Board of  Directors,  at which
meeting the shareholders will elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

     Section  2.3 List of  Shareholders.  At least  ten (10)  days  before  each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of voting shares registered in the name of each, will be prepared by the officer
or agent having charge of the stock  transfer  books.  Such list will be kept on
file at the registered  office of the  Corporation for a period of ten (10) days
prior to such meeting and will be subject to  inspection by any  shareholder  at
any time during usual business  hours.  Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof,  and will be
subject to the inspection of any shareholder who may be present.

     Section 2.4 Special Meetings. Special meetings of the shareholders, for any
purpose or  purposes,  unless  otherwise  prescribed  by law,  the  Articles  of
Incorporation  or these  Bylaws,  may be called by the President or the Board of
Directors,  or will be called by the  President  or  Secretary at the request in


                                       1
<PAGE>


writing of the holders of not less than thirty  percent  (30%) of all the shares
issued, outstanding and entitled to vote. Such request will state the purpose or
purposes of the proposed  meeting.  Business  transacted at all special meetings
will be confined to the purposes  stated in the notice of the meeting unless all
shareholders entitled to vote are present and consent.

     Section 2.5 Notice.  Written or printed notice  stating the place,  day and
hour of any meeting of the shareholders  and, in case of a special meeting,  the
purpose or purposes for which the meeting is called,  will be delivered not less
than ten (10) nor more than  sixty  (60) days  before  the date of the  meeting,
either  personally  or by mail,  by or at the  direction of the  President,  the
Secretary,  or the officer or person calling the meeting, to each shareholder of
record entitled to vote at the meeting. If mailed, such notice will be deemed to
be  delivered  when  deposited  in the  United  States  mail,  addressed  to the
shareholder  at his  address as it appears  on the stock  transfer  books of the
Corporation, with postage thereon prepaid.

     Section 2.6 Quorum.  With respect to any matter,  the presence in person or
by proxy of the holders of thirty-three  percent (33%) of the shares entitled to
vote on that matter will be necessary and  sufficient to constitute a quorum for
the transaction of business except as otherwise provided by law, the Articles of
Incorporation  or these  Bylaws.  If,  however,  such  quorum is not  present or
represented at any meeting of the  shareholders,  the  shareholders  entitled to
vote  thereat,  present in person or  represented  by proxy,  will have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. If the adjournment is for
more than thirty  (30) days,  or if after the  adjournment  a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting will be given
to each shareholder of record entitled to vote at the meeting. At such adjourned
meeting  at which a quorum  is  present  or  represented,  any  business  may be
transacted  that  might  have  been  transacted  at the  meeting  as  originally
notified.

     Section  2.7  Voting.  When a  quorum  is  present  at any  meeting  of the
Corporation's shareholders,  the vote of the holders of a majority of the shares
entitled to vote that are  actually  voted on any  question  brought  before the
meeting  will be  sufficient  to  decide  such  question;  provided  that if the
question  is one upon  which,  by express  provision  of law,  the  Articles  of
Incorporation  or these  Bylaws,  a different  vote is  required,  such  express
provision shall govern and control the decision of such question.

     Section 2.8 Method of Voting.  Each outstanding  share of the Corporation's
capital  stock,  regardless of class or series,  will be entitled to one vote on
each  matter  submitted  to a vote at a meeting of  shareholders,  except to the
extent  that the voting  rights of the shares of any class or series are limited
or denied by the Articles of Incorporation, as amended from time to time. At any
meeting of the shareholders,  every shareholder having the right to vote will be
entitled to vote in person or by proxy  executed in writing by such  shareholder
and bearing a date not more than six (6) months prior to such meeting, unless it
is coupled with an  interest,  or unless such  instrument  provides for a longer
period,  which may not exceed 7 years from the date of its creation. A telegram,
telex, cablegram or similar transmission by the shareholder,  or a photographic,
photostatic,  facsimile  or similar  reproduction  of a writing  executed by the
shareholder,  shall be treated as an  execution  in writing for  purposes of the
preceding  sentence.  Subject to these restrictions every properly created proxy


                                       2
<PAGE>

is not  revoked  and shall  continue  in full  force and  effect  until  another
instrument  or  transmission  revoking it or a properly  created proxy bearing a
later date is filed with or  transmitted  to the  Secretary of the  Corporation.
Such proxy will be filed with the  Secretary of the  Corporation  prior to or at
the time of the meeting. Voting for Directors will be in accordance with Article
III of these  Bylaws.  Voting on any question or in any election may be by voice
vote or show of hands unless the  presiding  officer  orders or any  shareholder
demands that voting be by written ballot.

     Section 2.9 Record Date; Closing Transfer Books. The Board of Directors may
fix in  advance  a  record  date for the  purpose  of  determining  shareholders
entitled to notice of or to vote at a meeting of shareholders,  such record date
to be not  less  than  ten (10) nor more  than  sixty  (60)  days  prior to such
meeting,  or the Board of Directors may close the stock  transfer books for such
purpose  for a period of not less than ten (10) nor more  than  sixty  (60) days
prior to such  meeting.  In the absence of any action by the Board of Directors,
the date upon which the notice of the meeting is mailed will be the record date.

     Section  2.10 Action by Consent.  Except as  prohibited  by law, any action
required or permitted by law, the Articles of  Incorporation  or these Bylaws to
be  taken at a  meeting  of the  shareholders  of the  Corporation  may be taken
without a meeting if a consent or consents in writing,  setting forth the action
so taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and will be delivered to the Corporation by delivery to its registered office in
Nevada,  its  principal  place  of  business  or an  officer  or  agent  of  the
Corporation having custody of the minute book.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1 Management. The business and affairs of the Corporation will be
managed by or under the  direction of the Board of  Directors,  who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law, the Articles of  Incorporation  or these Bylaws directed or required
to be exercised or done by the shareholders.

     Section 3.2 Qualification;  Election; Term. Each Director must be a natural
person at least 18 years of age. None of the Directors  need be a shareholder of
the  Corporation  or a resident of the State of Nevada.  The  Directors  will be
elected by plurality vote at the annual meeting of the  shareholders,  except as
hereinafter provided, and each Director elected will hold office until whichever
of the following  occurs  first:  his  successor is elected and  qualified,  his
resignation, his removal from office by the shareholders or his death.

     Section 3.3 Number.  The number of Directors of the Corporation  will be at
least one (1) and not more than eleven (11). The number of Directors  authorized
will be fixed as the  Board of  Directors  may from time to time  designate.  No
decrease in the number of Directors  will have the effect of shortening the term
of any incumbent Director.

     Section 3.4  Removal.  Any  Director  may be removed  either for or without
cause at any special  meeting of  shareholders  by the  affirmative  vote of the
shareholders  representing  not less than  two-thirds of the voting power of the
issued and outstanding stock entitled to voting power; provided,  that notice of
intention  to act upon such  matter has been given in the  notice  calling  such
meeting.


                                       3
<PAGE>


     Section 3.5 Vacancies.  All vacancies in the Board of Directors,  including
those  caused by an  increase  in the  number of  Directors,  may be filled by a
majority of the remaining Directors,  though less than a quorum, unless provided
for in the Articles of Incorporation.  A Director elected to fill a vacancy will
be elected for the unexpired term of his predecessor in office.

     Section 3.6 Place of Meetings. Meetings of the Board of Directors,  regular
or special,  may be held at such place  within or without the State of Nevada or
the  United  States of America as may be fixed from time to time by the Board of
Directors.

     Section 3.7 Annual  Meeting.  The first meeting of each newly elected Board
of Directors  will be held without  further  notice  immediately  following  the
annual  meeting  of  shareholders  and at the same  place,  unless by  unanimous
consent, the Directors then elected and serving shall change such time or place.

     Section 3.8 Regular  Meetings.  Regular  meetings of the Board of Directors
may be held  without  notice  at such  time and  place  as is from  time to time
determined by resolution of the Board of Directors.

     Section 3.9 Special  Meetings.  Special  meetings of the Board of Directors
may be called by the President on oral or written notice to each Director, given
either personally,  by telephone,  by telegram or by mail; special meetings will
be called by the President or the Secretary in like manner and on like notice on
the written  request of at least two (2)  Directors.  Except as may be otherwise
expressly  provided by law,  the  Articles  of  Incorporation  or these  Bylaws,
neither  the  business  to be  transacted  at, nor the  purpose  of, any special
meeting need be specified in a notice or waiver of notice.

     Section 3.10 Quorum. At all meetings of the Board of Directors the presence
of a majority of the number of Directors  then in office will be  necessary  and
sufficient  to  constitute a quorum for the  transaction  of  business,  and the
affirmative vote of at least a majority of the Directors  present at any meeting
at which there is a quorum will be the act of the Board of Directors,  except as
may be otherwise  specifically provided by law, the Articles of Incorporation or
these  Bylaws.  If a  quorum  is not  present  at any  meeting  of the  Board of
Directors,  the Directors  present  thereat may adjourn the meeting from time to
time without notice other than  announcement  at the meeting,  until a quorum is
present.

     Section 3.11 Interested  Directors.  No contract or transaction between the
Corporation  and  one or more of its  Directors  or  officers,  or  between  the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization in which one or more of the Corporation's Directors or officers are
Directors  or officers or have a  financial  interest,  will be void or voidable
solely for this reason,  solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee  thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (i) the material facts as to his  relationship or


                                       4
<PAGE>

interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith  authorizes the contract or transaction by the affirmative  vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less  than a  quorum,  (ii)  the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
shareholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good faith by vote of the  shareholders  or (iii) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved or ratified by the Board of Directors, a committee thereof
or  the  shareholders.   Common  or  interested  Directors  may  be  counted  in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.

     Section 3.12 Committees.  The Board of Directors may, by resolution  passed
by a majority  of the entire  Board of  Directors,  designate  committees,  each
committee  to consist of one (1) or more  Directors  of the  Corporation,  which
committees will have such power and authority and will perform such functions as
may be provided in such resolution.  Such committee or committees will have such
name or names as may be  designated  by the  Board of  Directors  and will  keep
regular  minutes  of their  proceedings  and  report  the  same to the  Board of
Directors when required.

     Section  3.13 Action by Consent.  Any action  required or  permitted  to be
taken at any meeting of the Board of Directors or any  committee of the Board of
Directors  may be taken  without  such a meeting  if a consent  or  consents  in
writing,  setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.

     Section  3.14  Compensation  of  Directors.  Directors  will  receive  such
compensation  for their  services and  reimbursement  for their  expenses as the
Board of Directors, by resolution,  may establish;  provided that nothing herein
contained   will  be  construed  to  preclude  any  Director  from  serving  the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                     NOTICE

     Section 4.1 Form of Notice.  Whenever by law, the Articles of Incorporation
or these Bylaws,  notice is to be given to any Director or  shareholder,  and no
provision  is made as to how such  notice is to be  given,  such  notice  may be
given: (i) in writing,  by mail, postage prepaid,  addressed to such Director or
shareholder  at such address as appears on the books of the  Corporation or (ii)
in any other method  permitted  by law.  Any notice  required or permitted to be
given by mail will be deemed  to be given at the time the same is  deposited  in
the United States mail.

     Section  4.2  Waiver.  Whenever  any notice is  required to be given to any
shareholder  or Director of the  Corporation as required by law, the Articles of
Incorporation  or these Bylaws, a waiver thereof in writing signed by the person
or persons  entitled to such notice,  whether before or after the time stated in
such notice,  will be equivalent  to the giving of such notice.  Attendance of a
shareholder or Director at a meeting will  constitute a waiver of notice of such
meeting,  except  where such  shareholder  or  Director  attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  on the  ground  that the  meeting  has not  been  lawfully  called  or
convened.


                                       5
<PAGE>


                                    ARTICLE V

                               OFFICERS AND AGENTS

     Section 5.1 In General.  The officers of the Corporation will be elected by
the Board of Directors  and will be a President,  Secretary and  Treasurer.  The
Board of Directors may also elect a Chairman of the Board,  Vice Chairman of the
Board,  Vice Presidents,  Assistant Vice Presidents,  Assistant  Secretaries and
Assistant  Treasurers.  Any  two  (2) or more  offices  may be held by the  same
person.

     Section 5.2 Election.  The Board of  Directors,  at its first meeting after
each annual meeting of shareholders,  will elect the officers, none of whom need
be a member of the Board of Directors.

     Section 5.3 Other  Officers  and Agents.  The Board of  Directors  may also
elect and appoint such other officers and agents as it deems necessary, who will
be elected  and  appointed  for such  terms and will  exercise  such  powers and
perform  such  duties  as may be  determined  from  time to time by the Board of
Directors.

     Section 5.4  Compensation.  The  compensation of all officers and agents of
the Corporation  will be fixed by the Board of Directors or any committee of the
Board of Directors, if so authorized by the Board of Directors.

     Section 5.5 Term of Office and  Removal.  Each  officer of the  Corporation
will hold office until his death, his resignation or removal from office, or the
election and qualification of his successor, whichever occurs first. Any officer
or agent  elected or appointed  by the Board of Directors  may be removed at any
time, for or without cause, by the affirmative  vote of a majority of the entire
Board of Directors,  but such removal will not prejudice the contract rights, if
any, of the person so removed.  If the office of any officer  becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

     Section 5.6  Employment  and Other  Contracts.  The Board of Directors  may
authorize  any officer or officers or agent or agents to enter into any contract
or  execute  and  deliver  any  instrument  in  the  name  or on  behalf  of the
Corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.  The Board of  Directors  may,  when it believes  the interest of the
Corporation  will  best  be  served  thereby,   authorize  executive  employment
contracts that contain such terms and conditions as the Board of Directors deems
appropriate.  Nothing  herein will limit the authority of the Board of Directors
to authorize employment contracts for shorter terms.

     Section 5.7 Chairman of the Board of  Directors.  If the Board of Directors
has  elected a Chairman  of the Board,  he will  preside at all  meetings of the
shareholders  and the Board of  Directors.  Except where by law the signature of
the  President  is  required,  the  Chairman  will  have the  same  power as the
President  to sign all  certificates,  contracts  and other  instruments  of the
Corporation.  During the absence or  disability of the  President,  the Chairman
will exercise the powers and perform the duties of the President.

     Section 5.8 President. The President will be the Chief Executive Officer of
the  Corporation,  unless  another  person is elected to serve in such capacity,
and,  subject  to the  control of the Board of  Directors,  will  supervise  and


                                       6
<PAGE>

control all of the  business  and affairs of the  Corporation.  He will,  in the
absence  of  the  Chairman  of  the  Board,  preside  at  all  meetings  of  the
shareholders and the Board of Directors.  The President will have all powers and
perform all duties  incident to the office of President and will have such other
powers and perform such other duties as the Board of Directors  may from time to
time prescribe.

     Section 5.9 Vice  Presidents.  Each Vice  President will have the usual and
customary  powers and perform  the usual and  customary  duties  incident to the
office of Vice President, and will have such other powers and perform such other
duties as the Board of Directors or any committee  thereof may from time to time
prescribe  or as the  President  may from time to time  delegate  to him. In the
absence or disability  of the  President  and the Chairman of the Board,  a Vice
President  designated  by the  Board of  Directors,  or in the  absence  of such
designation the Vice Presidents in the order of their seniority in office,  will
exercise the powers and perform the duties of the President.

     Section  5.10  Secretary.  The  Secretary  will attend all  meetings of the
shareholders  and record all votes and the minutes of all  proceedings in a book
to be kept for that  purpose.  The  Secretary  will  perform like duties for the
Board of Directors and  committees  thereof when  required.  The Secretary  will
give,  or cause to be given,  notice of all  meetings  of the  shareholders  and
special  meetings of the Board of  Directors.  The  Secretary  will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the  President.  The  Secretary  will have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

     Section 5.11 Assistant Secretaries.  The Assistant Secretaries in the order
of their  seniority  in  office,  unless  otherwise  determined  by the Board of
Directors,  will, in the absence or disability  of the  Secretary,  exercise the
powers and perform the duties of the Secretary. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.

     Section 5.12  Treasurer.  The Treasurer  will have  responsibility  for the
receipt and  disbursement of all corporate funds and securities,  will keep full
and accurate  accounts of such receipts and  disbursements,  and will deposit or
cause to be deposited all moneys and other  valuable  effects in the name and to
the credit of the  Corporation in such  depositories as may be designated by the
Board of Directors. The Treasurer will render to the Directors whenever they may
require it an account of the operating  results and  financial  condition of the
Corporation,  and will have such other  powers and perform  such other duties as
the Board of Directors  may from time to time  prescribe or as the President may
from time to time delegate to him.

     Section 5.13 Assistant Treasurers. The Assistant Treasurers in the order of
their  seniority  in  office,  unless  otherwise  determined  by  the  Board  of
Directors,  will, in the absence or disability  of the  Treasurer,  exercise the
powers and perform the duties of the Treasurer. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.

     Section  5.14  Bonding.  The  Corporation  may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers,  which
bond may be in such  form  and  amount  and with  such  surety  as the  Board of
Directors may deem appropriate.


                                       7
<PAGE>


                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     Section  6.1 Form of  Certificates.  Certificates,  in such  form as may be
determined by the Board of Directors,  representing shares to which shareholders
are entitled,  will be delivered to each shareholder.  Such certificates will be
consecutively  numbered and entered in the stock book of the Corporation as they
are issued.  Each  certificate will state on the face thereof the holder's name,
the  number,  class of shares,  and the par value of such  shares or a statement
that such shares are without par value.  They will be signed by the President or
a Vice President and the Secretary or an Assistant Secretary,  and may be sealed
with the seal of the Corporation or a facsimile  thereof.  If any certificate is
countersigned by a transfer agent, or an assistant  transfer agent or registered
by a registrar,  either of which is other than the Corporation or an employee of
the Corporation, the signatures of the Corporation's officers may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature or
signatures have been used on such certificate or certificates, ceases to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise,  before such  certificate or certificates  have been delivered by the
Corporation or its agents,  such certificate or certificates may nevertheless be
adopted by the  Corporation  and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or  signatures  have been used  thereon  had not  ceased to be such  officer  or
officers of the Corporation.

     Section 6.2 Lost Certificates. The Board of Directors may direct that a new
certificate  be issued  in place of any  certificate  theretofore  issued by the
Corporation  alleged  to have  been  lost or  destroyed,  upon the  making of an
affidavit  of that fact by the person  claiming  the  certificate  to be lost or
destroyed.  When  authorizing  such  issue of a new  certificate,  the  Board of
Directors,  in its  discretion  and as a  condition  precedent  to the  issuance
thereof,  may require the owner of such lost or  destroyed  certificate,  or his
legal  representative,  to  advertise  the same in such manner as it may require
and/or to give the  Corporation a bond, in such form, in such sum, and with such
surety or sureties as it may direct as  indemnity  against any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost or destroyed.  When a certificate has been lost,  apparently destroyed
or wrongfully  taken,  and the holder of record fails to notify the  Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers  a  transfer  of the  shares  represented  by the  certificate  before
receiving such  notification,  the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.

     Section 6.3 Transfer of Shares.  Shares of stock will be transferable  only
on the  books of the  Corporation  by the  holder  thereof  in person or by such
holder's duly  authorized  attorney.  Upon  surrender to the  Corporation or the
transfer  agent of the  Corporation  of a certificate  representing  shares duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it will be the duty of the  Corporation  or the transfer
agent of the  Corporation  to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 6.4 Registered  Shareholders.  The Corporation  will be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly,  will not be bound to recognize any equitable or other
claim to or  interest  in such share or shares on the part of any other  person,
whether  or not it has  express or other  notice  thereof,  except as  otherwise
provided by law.


                                       8
<PAGE>


                                   ARTICLE VII

                               GENERAL PROVISIONS

     Section  7.1  Dividends.  Dividends  upon  the  outstanding  shares  of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared  by the Board of  Directors  at any regular or special  meeting.
Dividends  may be declared and paid in cash,  in  property,  or in shares of the
Corporation,  subject to the  provisions  of  Chapter  78 of the Nevada  Revised
Statutes and the Articles of  Incorporation.  The Board of Directors  may fix in
advance a record date for the purpose of  determining  shareholders  entitled to
receive payment of any dividend, such record date to be not more than sixty (60)
days prior to the payment date of such  dividend,  or the Board of Directors may
close the stock  transfer  books for such  purpose for a period of not more than
sixty (60) days prior to the payment  date of such  dividend.  In the absence of
any action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such dividend will be the record date.

     Section 7.2  Reserves.  There may be created by  resolution of the Board of
Directors out of the surplus of the Corporation  such reserve or reserves as the
Directors  from time to time,  in their  discretion,  deem proper to provide for
contingencies,  or to equalize dividends,  or to repair or maintain any property
of the  Corporation,  or for  such  other  purpose  as the  Directors  may  deem
beneficial to the Corporation,  and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved  will not be available  for the payment of dividends or other
distributions by the Corporation.

     Section 7.3 Telephone  and Similar  Meetings.  Shareholders,  Directors and
committee  members may  participate  in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the  meeting  can hear  each  other.  Participation  in such a  meeting  will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express  purpose of  objecting,  at the  beginning of the
meeting,  to the  transaction of any business on the ground that the meeting had
not been lawfully called or convened.

     Section  7.4 Books and  Records.  The  Corporation  will keep  correct  and
complete  books and  records of account and  minutes of the  proceedings  of its
shareholders and Board of Directors,  and will keep at its registered  office or
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  a record of its shareholders,  giving the names and addresses of all
shareholders and the number and class of the shares held by each.

     Section 7.5 Fiscal Year. The fiscal year of the  Corporation  will be fixed
by resolution of the Board of Directors.

     Section 7.6 Seal.  The  Corporation  may have a seal,  and such seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise.  Any officer of the Corporation  will have authority to
affix the seal to any document requiring it.


                                       9
<PAGE>


     Section 7.7  Indemnification.  The Corporation will indemnify its Directors
to the fullest extent permitted by the Chapter 78 of the Nevada Revised Statutes
and may, if and to the extent authorized by the Board of Directors, so indemnify
its officers  and any other  person whom it has the power to  indemnify  against
liability, reasonable expense or other matter whatsoever.

     Section 7.8 Insurance.  The  Corporation may at the discretion of the Board
of Directors  purchase and maintain  insurance on behalf of the  Corporation and
any person whom it has the power to  indemnify  pursuant to law, the Articles of
Incorporation, these Bylaws or otherwise.

     Section  7.9  Resignation.  Any  Director,  officer  or agent may resign by
giving written notice to the President or the Secretary.  Such  resignation will
take effect at the time specified therein or immediately if no time is specified
therein.  Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.

     Section 7.10 Amendment of Bylaws.  These Bylaws may be altered,  amended or
repealed at any meeting of the Board of  Directors at which a quorum is present,
by the affirmative vote of a majority of the Directors present at such meeting.

     Section  7.11  Invalid  Provisions.  If any  part of these  Bylaws  is held
invalid or inoperative for any reason,  the remaining  parts, so far as possible
and reasonable, will be valid and operative.

     Section  7.12  Relation  to  Articles of  Incorporation.  These  Bylaws are
subject to, and governed by, the Articles of Incorporation.


Adopted March 1, 2004.






                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>boulder10qsbex311033104.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF CEO & CFO
<TEXT>


Exhibit No. 31.1
- ----------------
Form 10-QSB
Boulder Acquisitions, Inc.
File No. 0-12536

                                  Certification
I, Timothy P. Halter, certify that:

1.   I have reviewed this quarterly  report on Form 10-QSB for the quarter ended
     March 31, 2004 of Boulder Acquisitions, Inc..;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

4.   The  small  business  issuer's  other  certifying   officer(s)  and  I  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13a-15(f) and 15d-15(f)) for the small business issuer and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;
     (b)  Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     (c)  Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and
     (d)  Disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The  small  business  issuer's  other  certifying  officer(s)  and  I  have
     disclosed,  based on our most recent  evaluation  of internal  control over
     financial reporting,  to the small business issuer's auditors and the audit
     committee of the small  business  issuer's  board of directors  (or persons
     performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and
     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


Date: April 29, 2004                              By:   /s/ Timothy P. Halter
      --------------                                 ---------------------------
                                                               Timothy P. Halter
                                                     Chief Executive Officer and
                                                         Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>boulder10qsbex321033104.txt
<DESCRIPTION>SECTION 906 CERTIFICATION OF CEO & CFO
<TEXT>

Exhibit No. 32.1
- ----------------
Form 10-QSB
Boulder Acquisitions, Inc.
File No. 0-12536

          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In  connection  with the  Quarterly  Report of Boulder  Acquisitions,  Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy
P. Halter,  Chief Executive and Chief Financial Officer of the Company,  certify
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  the Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and
     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


Date: April 29, 2004                              By:   /s/ Timothy P. Halter
      --------------                                 ---------------------------
                                                               Timothy P. Halter
                                                     Chief Executive Officer and
                                                         Chief Financial Officer


A signed  original of this  written  statement  required by Section 906 has been
provided  to  Boulder  Acquisitions,  Inc.  and  will  be  retained  by  Boulder
Acquisitions,  Inc. and furnished to the Securities  and Exchange  Commission or
its staff upon request.

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