UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2004
BOULDER ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State of incorporation)
0-12536 84-0820212
(Commission File Number) (I.R.S. Employer Identification Number)
211 West Wall Street
Midland, Texas 79701-4556
(Address of principal executive offices) (Zip Code)
(432) 682-1761
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant
On February 23, 2004, the Registrant sold 1,500,000 shares of
restricted common stock at $.20 per share for gross proceeds of $300,000,
pursuant to a subscription agreement, to Halter Financial Group, Inc., an entity
owned by Timothy P. Halter, the Registrant's current Chief Executive Officer.
Additionally, in consideration for agreeing to serve as an officer and director
of the Registrant, Timothy P. Halter was granted a warrant to purchase up to
200,000 shares of restricted common stock of the Registrant at an exercise price
of $.20 per share. The Registrant relied upon Section 4(2) of The Securities Act
of 1933, as amended, for an exemption from registration of these shares. As a
result of the purchase, Halter Financial Group, Inc. is the controlling
shareholder, owning 1,500,000 shares of the 2,207,612 issued and outstanding
shares of the Registrant's common stock, or 67.9%, not including the warrant to
purchase 200,000 shares of restricted common stock of the Registrant. Before the
consummation of the subscription agreement, Glenn A. Little was the controlling
shareholder of the Registrant's common stock.
Immediately subsequent to and as a result of the closing of the
subscription agreement Matthew Blair resigned as a member of the Board of
Directors and as Secretary and Treasurer of the Registrant. Glenn A. Little, as
a result of the transaction, subsequently resigned as an officer and director of
the Registrant on March 1, 2004. Timothy P. Halter was appointed as a Director
of the Board, and Mr. Halter was elected as Chief Executive Officer, President
Chief Operating Officer, Chairman of the Board, Secretary and Treasurer of the
Registrant.
Exhibit No. Description
10.1 Subscription Agreement dated February 23, 2004 by and
between the Registrant and Halter Financial Group,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOULDER ACQUISITIONS, INC.
By: /s/ Timothy P. Halter
--------------------------------------
Timothy P. Halter
Chief Executive Officer
Date: March 5, 2004
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