Edgar Filing: BOULDER ACQUISITIONS INC

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

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

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

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

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

Employee Compensation Plan
(Full title of the Plan)

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

==========================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price per Aggregate Offering Registration Fee
Share (1) Price (1)
----------------------------------------------------------------------------------------------------------

Common Stock, par value $0.001 100,000 $2.30 $230,000 $29.14
per share
----------------------------------------------------------------------------------------------------------

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

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

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

Item 2. Registrant Information and Employee Plan Annual Information

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

PROSPECTUS

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

100,000 SHARES OF COMMON STOCK

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

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

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

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

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

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

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

The date of this Prospectus is May 3, 2004

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

WHERE YOU CAN FIND MORE INFORMATION

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

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

INFORMATION INCORPORATED BY REFERENCE

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

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

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

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

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

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

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

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

BOULDER ACQUISITIONS, INC.

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

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

In September 2001, we changed our state of incorporation from Colorado
to Nevada by means of a merger with and into Boulder Acquisitions, Inc., a
Nevada corporation formed on September 6, 2001 solely for the purpose of
effecting the reincorporation. The Articles of Incorporation, as amended, and
Bylaws of the Nevada corporation were the Articles of Incorporation and Bylaws
of the surviving corporation. Such Articles of Incorporation eliminated the
provision for the Company to issue preferred stock and did not make any other
changes to the capital structure of the Company. We subsequently amended and
restated our Bylaws in 2004.

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

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

Our search will be directed toward enterprises that have a desire to
become public corporations. In addition these enterprises may wish to satisfy,
either currently or in the reasonably near future, the minimum tangible asset
requirement in order to qualify shares for trading on NASDAQ or on an exchange
such as the American Stock Exchange. We intend to concentrate our acquisition
efforts on businesses that we believe may realize a substantial benefit from
being publicly owned.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

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

No assurance can be given that we will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions. Furthermore, no assurance can be
given that any acquisition, which does occur, will be on terms that are
favorable to us or our current shareholders.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

RISK FACTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

USE OF PROCEEDS

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

SELLING Shareholder

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

Number of
Number of Number of Shares Owned Percentage
Selling Shares Shares after the owned after
Shareholder Position in Company Owned(1) Offered(2) Offering(2) offering(3)
----------- ------------------- -------- ---------- ------------ -----------

Timothy P. Halter Director, Chief 850,000 100,000 750,000 68.00%
Executive Officer,
President, Chief
Operating Officer,
Chairman of the Board,
Secretary and Treasurer

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

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

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

PLAN OF DISTRIBUTION

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

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

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

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

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

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada General Corporation Law

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

Articles of Incorporation

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

Bylaws

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

Commission Position on Indemnification

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

LEGAL MATTERS

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

EXPERTS

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

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

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

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

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Nevada General Corporation Law

Articles of Incorporation

Bylaws

Commission Position on Indemnification

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

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

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

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

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

SIGNATURES

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

BOULDER ACQUISITIONS, INC.

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

EXHIBITS
INDEX TO EXHIBITS

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