SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lewis James E

(Last)

(First)

(Middle)

C/O 6106 SUNRISE RANCH

(Street)

LONGMONT

80503

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2005

3. Issuer Name and Ticker or Trading Symbol
Boulder Specialty Brands, Inc. [ BDSBU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/15/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	273,930⁽¹⁾⁽²⁾	D
Common Stock	560,919⁽²⁾	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to purchase common stock	⁽³⁾	⁽⁴⁾	Common Stock	448,529	$6	D

Explanation of Responses:

1. Includes 67,941 shares of common stock owned of record and beneficially by the Reporting Person as to which an option is held by Robert W. Walter. Such option is exercisable at a price of $.0073 per share commencing 15 months from the effective date of the Issuer's initial public offering (the "Effective Date") and for a period of six months thereafter. Reflects reverse stock split of 1:approximately 1.097 effective December 15, 2005.

2. All such common stock is being placed into an escrow account maintained by Continental Stock Transfer & Trust Company on the Effective Date and will be subject to release as described in the Company's definitive prospectus and the Escrow Agreement referenced therein.

3. Later of Issuer's completion of initial Business Combination or one year from Effective Date. See the Issuer's Definitive Prospectus for information concerning the definition of a qualifying Business Combination.

4. Four Years from Effective Date. Reference Footnote 3.

	/s/ James E. Lewis by Robert. W. Walter, attorney-in-fact	12/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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