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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