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


                                  Form 10 - KSB

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

                  For the fiscal year ended December 31, 1998

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

                         Commission File Number 0-12536

                             Boulder Brewing Company
                 (Name of small business issuer in its charter)

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

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

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

                    2880 Wilderness Place, Boulder, CO 80301
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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


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

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

The issuer's revenues for the fiscal year ended December 31, 1998, was $0.

As of December 31, 1998,  the  aggregate  market value of the  Company's  common
Stock was not determinable as the stock is not trading.

As of December 1, 2000, there were 118,953,529 shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format :  Yes   No X

<PAGE>



                                TABLE OF CONTENTS

                                                                     Page Number
                                                                     -----------

Part I

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

Part II

Item  5 - Market for Company's Common Stock and Related
          Stockholders Matters                                             5
Item  6 - Management's Discussion and Analysis or Plan of Operation        5
Item  7 - Index to Financial Statements                                   F1
Item  8 - Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosures                          9

Part III

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

Signatures                                                                11




                                                                               2

<PAGE>

                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

This annual report contains certain  forward-looking  statements and information
relating  to the  Company  that  are  based on the  beliefs  of the  Company  or
management as well as assumptions made by and information currently available to
the Company or management.  When used in this document,  the words "anticipate",
"believe",  "estimate",  "expect" and "intend" and similar expressions,  as they
relate  to  the   Company  or  its   management,   are   intended   to  identify
forward-looking  statements.  Such  statements  reflect the current  view of the
Company regarding future events and are subject to certain risks,  uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove incorrect,  actual results may vary materially from those described herein
as anticipated,  believed,  estimated,  expected or intended.  In each instance,
forward-looking  information  should be considered in light of the  accompanying
meaningful cautionary statements herein.

PART I

Item 1 - Description of Business

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

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

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

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

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

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

                                                                               3

<PAGE>

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

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

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

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

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

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

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

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

                                                                               4

<PAGE>

Item 2 - Description of Property

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

Item 3 - Legal Proceedings

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

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

There was no  shareholder  meeting and no matters were submitted to the security
holders for a vote during the fiscal year ended December 31, 1998.

PART II

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

The stock does not trade on any  exchange or the OTC  market.  There is no known
public  market for this  security.  No dividends  have been paid to date and the
Company's  Board  of  directors  does not  anticipate  paying  dividends  in the
foreseeable future.

As of December 31, 1998 there were 118,953,529  shares of $.001 par value common
stock  (the  "Common  Stock")  of the  Company  outstanding  and  owned  by 3033
shareholders of record.

   Common Stock Transactions  - None

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

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

The Company  experienced a change in control due a change in  management  due to
appointments to the Board of Directors and subsequent  election of officers.  It
is the intent of management to continue seeking a suitable  situation for merger
or acquisition.

                                                                               5

<PAGE>

Further,   the  Company  is  dependent  upon   management   and/or   significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  during this phase.  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.

Operation of the Company

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

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

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

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

Selection of Opportunities

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

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

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

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

                                                                               6

<PAGE>

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

     a)   Potential for growth, indicated by new technology,  anticipated market
          expansion or new products,
     b)   Competitive  position as  compared  to other firms  engaged in similar
          activities;
     c)   Strength of the merger/acquisition candidate's management;
     d)   Capital  requirements  and anticipated  availability of required funds
          from future  operations,  through the sale of  additional  securities,
          through joint ventures or similar  arrangements or from other sources;
          and
     e)   Other relevant factors.

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

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

As of December  31, 1998  management  has not  identified  any entity in which a
current  officer,  director or significant  shareholder has a direct or indirect
ownership  interest as a potential  merger or  acquisition  candidate.  Existing
corporate  policy is  silent to this  situation;  however,  it is the  intent of
management  to seek  candidates  in which  current  directors,  officers  and/or
significant shareholders do not have direct or indirect ownership interests.

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

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

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

Form of Acquisition

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

                                                                               7

<PAGE>

As set forth  above,  the Company may  acquire its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  in the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that,  in certain  circumstances,  the criteria for  determining
whether or not an  acquisition is a so-called  "tax free"  reorganization  under
Section  368(a)(1) of the Internal Revenue Code of 1976, as amended,  may depend
upon the issuance to the  shareholders of the acquired company of at least 80.0%
of  the  Common  Stock  of  the  combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other "tax free" provisions  provided under the Internal
Revenue Code, all prior shareholders may, in such circumstances, retain 20.0% or
less of the total issued and  outstanding  Common  Stock.  If such a transaction
were  available  to the  Company,  it will be  necessary  to obtain  shareholder
approval to effectuate a reverse stock split or to authorize  additional  shares
of Common  Stock prior to  completing  such  acquisition.  This could  result in
substantial  additional dilution to the equity of those who were shareholders of
the Company prior to such  reorganization.  Further,  extreme  caution should be
exercised by any investor relying upon any tax benefits in light of any existing
tax laws or any proposed  changes  thereto.  It is possible that no tax benefits
will exist at all.  Prospective  investors,  if any,  should  consult  their own
legal, financial and other business advisors.

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

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

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

Not an "Investment Advisor"

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

Not an "Investment Company"

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

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

                                                                               8

<PAGE>

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

Item 7 - Index to Financial Statements

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

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

None

PART III

Item 9 - Officers and Directors

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

     Name                       Age                  Position Held and Tenure
     ----                       ---                  ------------------------

Glenn Little                     47                     President, Director
Matthew Blair                    43                Secretary, Treasurer Director

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

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

Biographical Information

Glenn A.  Little,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School of International  Management  (Master  International  Management) and has
been the  principal  of Little and  Company  Investment  Securities  (LITCO),  a
Securities  Broker/Dealer with offices in Midland,  Texas since 1979. Mr. Little
currently serves as an officer of other inactive public  corporations having the
same business purpose as the Company.

Before founding LITCO Mr. Little was a stockbroker with Howard,  Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First  National  Bank of
Commerce in New Orleans, Louisiana.

                                                                               9

<PAGE>

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

Item 10 - Executive Compensation

There was no compensation paid during the Fiscal year ended December 31, 1998.

None of the Company's current officers or directors receives or has received any
salary  from  Company  during the  preceding  five years.  The Company  does not
anticipate  entering  into  employment  agreements  with any of its  officers or
directors in the near future.  Directors do not receive  compensation  for their
services as directors and are not reimbursed for expenses  incurred in attending
board meeting.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

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

                                                                   % of Class
  Name and address                   Number of Shares         Beneficially Owned
  ----------------                   ----------------         ------------------

Glenn A. Little                                 0                    0.00%
211 West Wall
Midland, Texas 79701

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

C. Michael Lawrence                     4,960,000                    4.16%
8155 Hygine Road
Longmont, Colorado 80503

All Directors and                       4,960,000                    4.16%
Executive Officers (3 persons)


Item 12 - Certain Relationships and Related Transactions

None

Item 13 - Exhibits and Reports on Form 8-K

Exhibit 27 - Financial Data Schedule


                                                                              10

<PAGE>

                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1993,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                                         Boulder Brewing Company

Dated: December 1, 2000                       By:         /s/ Glenn A. Little
                                                  ------------------------------
                                                                 Glenn A. Little
                                           President and Chief Executive Officer

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

Dated: December 1, 2000                       By:         /s/ Glenn A. Little
                                                  ------------------------------
                                                                 Glenn A. Little
                                                         President, Director and
                                                         Chief Executive Officer





                                                                              11

<PAGE>

                                 BOULDER BREWING
                                     COMPANY

                              Financial Statements
                                       and
                                Auditor's Report

                           December 31, 1998 and 1997





                               S. W. HATFIELD, CPA
                          certified public accountants

                      Use our past to assist your future sm

<PAGE>

                             Boulder Brewing Company

                                    Contents

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                           F-3

Financial Statements

   Balance Sheets
     as of December 31, 1998 and 1997                                        F-4

   Statements of Operations
     for the years ended December 31, 1998 and 1997                          F-5

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 1998 and 1997                          F-6

   Statements of Cash Flows
     for the years ended December 31, 1998 and 1997                          F-7

   Notes to Financial Statements                                             F-8






                                                                             F-2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants


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


Board of Directors and Stockholders
Boulder Brewing Company

We have audited the  accompanying  balance sheets of Boulder  Brewing Company (a
Colorado  corporation)  as of  December  31,  1998  and  1997  and  the  related
statements of operations  and  comprehensive  income,  changes in  shareholders'
equity and cash flows for the each of the two years then ended.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Boulder Brewing Company as of
December  31,  1998  and 1997  and the  related  statements  of  operations  and
comprehensive  income,  changes in  shareholders'  equity and cash flows for the
each  of the two  years  then  ended,  in  conformity  with  generally  accepted
accounting principles.

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

                                                      S. W. HATFIELD, CPA
Dallas, Texas
November 29, 2000

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                             Boulder Brewing Company
                                 Balance Sheets
                           December 31, 1998 and 1997


                                                                 1998           1997
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     ASSETS
                                     ------

Current assets
   Cash on hand and in bank                                  $      --      $      --
                                                             -----------    -----------

   Total current assets                                             --             --
                                                             -----------    -----------

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


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Liabilities
   Current liabilities
     Accounts payable - trade                                $   113,092    $   105,499
                                                             -----------    -----------

   Total current liabilities                                     113,092        105,499
                                                             -----------    -----------


Commitments and contingencies

Shareholders' equity (deficit)
   Preferred stock - $0.001 par value
     30,000,000 shares authorized
     None issued and outstanding                                    --             --
   Common stock - $0.001 par value
     160,000,000 shares authorized
     118,953,529 shares issued and
     outstanding,  respectively                                  118,953        118,953
   Additional paid-in capital                                  2,784,953      2,784,953
   Accumulated deficit                                        (3,016,998)    (3,009,405)
                                                             -----------    -----------

   Total Shareholders' Equity (Deficit)                         (113,092)      (105,499)
                                                             -----------    -----------

   Total Liabilities and Shareholders' Equity                $      --      $      --
                                                             ===========    ===========

</TABLE>

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

                                                                             F-4

<PAGE>

                             Boulder Brewing Company
                Statements of Operations and Comprehensive Income
                     Years ended December 31, 1998 and 1997


                                                  1998             1997
                                            -------------    -------------

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

Expenses
   General and administrative expenses              7,593            8,748
                                            -------------    -------------

     Total operating expenses                       7,593            8,748
                                            -------------    -------------

Income (Loss) from continuing operations
   before provision for income taxes               (7,593)          (8,748)

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

Net Income (Loss)                                  (7,593)          (8,748)

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

Comprehensive Income (Loss)                 $      (7,593)   $      (8,748)
                                            =============    =============


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

Weighted-average number of shares
   outstanding - basic and fully diluted      118,953,529      118,953,529
                                            =============    =============




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

                                                                             F-5

<PAGE>

<TABLE>
<CAPTION>

                             Boulder Brewing Company
                  Statement of Changes in Shareholders' Equity
                     Years ended December 31, 1998 and 1997




                                  Common Stock          Additional
                                  ------------           paid-in     Accumulated
                              Shares        Amount       capital       deficit         Total
                           -----------   -----------   -----------   -----------    -----------
<S>                        <C>           <C>           <C>           <C>            <C>
Balances at
   January 1, 1997         118,953,529   $   118,953   $ 2,784,953   $(3,000,657)   $   (96,751)

Net loss for the year             --            --            --          (8,748)        (8,748)
                           -----------   -----------   -----------   -----------    -----------

Balances at
   December 31, 1997       118,953,529       118,953     2,784,953    (3,009,405)      (105,499)

Net loss for the year             --            --            --          (7,593)        (7,593)
                           -----------   -----------   -----------   -----------    -----------

Balances at
   December 31, 1998       118,953,529   $   118,953   $ 2,784,953   $(3,016,998)   $  (113,092)
                           ===========   ===========   ===========   ===========    ===========

</TABLE>



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

                                                                             F-6

<PAGE>

                             Boulder Brewing Company
                            Statements of Cash Flows
                     Years ended December 31, 1998 and 1997


                                                            1998      1997
                                                            -------   -------
Cash Flows from Operating Activities
   Net income (loss) for the period                         $(7,593)  $(8,748)
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Increase in Accounts payable - trade                   7,593     8,748
                                                            -------   -------

Net cash used in operating activities                          --        --
                                                            -------   -------


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


Cash Flows from Financing Activities                           --        --
                                                            -------   -------


Increase (Decrease) in Cash                                    --        --

Cash at beginning of period                                    --        --
                                                            -------   -------

Cash at end of period                                       $  --     $  --
                                                            =======   =======


Supplemental Disclosure of Interest and Income Taxes Paid
     Interest paid for the year                             $  --     $  --
                                                            =======   =======
     Income taxes paid for the year                         $  --     $  --
                                                            =======   =======



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

                                                                             F-7

<PAGE>

                             Boulder Brewing Company

                          Notes to Financial Statements


Note A - Organization and Description of Business

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

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

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

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

Note B - Summary of Significant Accounting Policies

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

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

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

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 1998 and 1997, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of December 31, 1998 and 1997,  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.

                                                                             F-8

<PAGE>

                             Boulder Brewing Company

                    Notes to Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

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

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,   whichever  is  later.   As  of  December  31,  1998  and  1997,
     respectively,  the Company has no outstanding  stock  warrants,  options or
     convertible  securities  which could be considered as dilutive for purposes
     of the loss per share calculation.






                                                                             F-9