EXHIBIT 3.02
                                                                    ------------

                  MINUTES OF A SPECIAL MEETING OF SHAREHOLDERS
                                       OF
                             BOULDER BREWING COMPANY

                             HELD:   August 24, 2001

                             PLACE:  211 West Wall Street
                                     Midland, Texas 79701

         Glenn A.  Little,  as President of Boulder  Brewing  Company,  called a
Special  Meeting of  Shareholders  to order on August 24, 2001 at 5:00 P.M.  The
meeting  was held at the  offices  of the  Corporation,  211 West  Wall  Street,
Midland, Texas 79701.

         Matthew Blair was designated as Secretary of the Meeting.  Upon calling
the  meeting  to order,  Mr.  Little  noted that the  Corporation  mailed to all
shareholders of record the Notice of Special Meeting of Shareholders  with Proxy
Statement and a Proxy Voting Sheet with return envelopes.

         Mr. Little  announced that Mr. Blair had been  previously  appointed as
Inspector of Elections and has subscribed to his oath of office.

         Mr.  Little asked the Inspector of Elections to state whether there was
present at this  meeting a  Certified  List of  Shareholders  attested to by the
Transfer Agent.

         There was a list of  Shareholders  in the  possession  of the Company's
Transfer  Agent,  a copy of which has been available for more than ten (10) days
prior to this Meeting for inspection by shareholders.

         According to the records of the Transfer  Agent, as of the record date,
July 9, 2001,  there were 118,953,529  shares issued and  outstanding,  and that
therefore,  pursuant  to the  Corporation's  By-laws,  29,738,383  shares  would
constitute a quorum.

         Mr. Little  thereupon  asked that the Inspector of Elections  ascertain
whether there was a quorum present in person or by proxy.

         Mr.  Blair  advised that he, as  Inspector,  had examined the number of
shares  represented  by those  present  in person or  present  by proxy,  and he
thereupon  announced that the number of shares being  represented was 67,493,253
which is in excess of 29,738,383 shares, and that therefore a quorum was present
and that the Special Meeting could proceed.

         Mr. Little  thereupon  called the Special  Meeting of  Shareholders  of
Boulder Brewing Company to order.




         Mr.  Little asked that the  Inspector of Elections  receive the vote of
Proposal Number One, to elect three directors to hold office.  He requested that
anyone present wishing to vote by ballot,  to submit ballots which are available
to the Inspector of Elections at this time.

         The President  thereupon asked that the Inspector of Elections tabulate
the votes on Proposal  Number One. Mr. Blair reported that out of those eligible
to vote on  Proposal  Number  One,  67,493,253  shares  cast a vote for Glenn A.
Little,  as  Director,  67,493,253  shares  cast a vote for  Matthew  Blair as a
director,  67,055,153  shares cast a vote for Michael Lawrence as a director and
65,000 shares cast a vote against Michael Lawrence as a director.

         In view of the affirmative  votes,  Glenn A. Little,  Matthew Blair and
Michael Lawrence are duly elected as Directors of the Corporation.

         Mr.  Little  asked the  Inspector  of  Elections to receive the vote of
Proposal  Number  Two,  to appoint  independent  auditors  for the  Company.  He
requested that anyone present wishing to vote by ballot, to submit ballots which
are available to the Inspector of Elections at this time.

         The President  thereupon asked that the Inspector of Elections tabulate
the votes on Proposal  Number Two. Mr. Blair reported that out of those eligible
to vote on Proposal  Number Two,  67,055,153  shares cast a vote in favor of the
Proposal as set out in the Proxy  Statement,  95,000  shares  voted  against and
343,100 shares abstained.

         In view of the affirmative  vote on Proposal Number Two, it is approved
that Scott W. Hatfield,  CPA is appointed as independent  auditor to examine the
accounts of the Company for the fiscal year ended December 31, 2001.

         Mr.  Little asked that the  Inspector of Elections  receive the vote of
Proposal Number Three, to effect 1:5 reverse split of the currently  outstanding
shares of the Company's  common stock.  He requested that anyone present wishing
to vote by ballot,  to submit  ballots  which are  available to the Inspector of
Elections at this time.

         The President  thereupon asked that the Inspector of Elections tabulate
the  votes on  Proposal  Number  Three.  Mr.  Blair  reported  that out of those
eligible  to vote on Proposal  Number  Three,  64,063,915  shares cast a vote in
favor of the Proposal as set out in the Proxy Statement,  1,822,500 shares voted
against and 1,606,878 shares abstained.

         In view of the affirmative vote on Proposal Number Three, it is

         APPROVED  that  the  issued  and  outstanding   capital  stock  of  the
Corporation  be reverse  split 5 shares for one share,  so that each five shares
issued and  outstanding  became one share,  and that any  shareholder  holding a
fractional share receive a cash payment of $.05 for every fractional share.

         Mr.  Little asked that the  Inspector of Elections  receive the vote of
Proposal  Number  Four,  to change the  Company's  state of  incorporation  from



Colorado to Nevada.  He requested that anyone present wishing to vote by ballot,
to submit  ballots  which are  available  to the  Inspector of Elections at this
time.

         The President  thereupon asked that the Inspector of Elections tabulate
the votes on Proposal Number Four. Mr. Blair reported that out of those eligible
to vote on Proposal Number Four,  64,145,928  shares cast a vote in favor on the
Proposal as set out in the Proxy  Statement,  789,750  shares voted  against and
2,557,575 shares abstained.

         In view of the affirmative vote on Proposal Number Four; it is approved
that the Company's state of incorporation be changed from Colorado to Nevada.

         There being no further questions or discussions raised, Mr. Little then
declared that the Special Meeting of  Shareholders  of Boulder Brewing  Company,
held August 24, 2001, be declared closed at 6:00 P.M.


                                          /s/ Matthew Blair
                                         ---------------------------------------
                                         Matthew Blair, Secretary of the Meeting