Exhibit 3.03
                                                                    ------------

                               ARTICLES OF MERGER
                                       OF
                             BOULDER BREWING COMPANY
                            (a Colorado corporation)
                                      INTO
                           BOULDER ACQUISITIONS, INC.
                             (a Nevada corporation)

       Pursuant to Section 190 Chapter 92A of the Nevada Revised Statutes

BOULDER ACQUISITIONS,  INC., a corporation organized and existing under the laws
of the State of Nevada, DOES HEREBY CERTIFY THAT:

FIRST:    Boulder Acquisitions,  Inc., the surviving corporation (the "Surviving
          Corporation") was incorporated in the State of Nevada. Boulder Brewing
          Company was  incorporated in the State of Colorado,  the laws of which
          state permit the merger of a Colorado  corporation  into a corporation
          organized under the laws of another state.

SECOND:   An Agreement  and Plan of Merger has been duly adopted by the Board of
          Directors of the Surviving  Corporation  and by the Board of Directors
          of Boulder Brewing Company.

THIRD:    The Agreement and Plan of Merger was approved by the unanimous written
          consent of the  stockholders  of the Surviving  Corporation and by the
          affirmative  vote of a majority of the stockholders of Boulder Brewing
          Company at a duly constituted special meeting of shareholders.

FOURTH:   No  amendment  to the  Articles  of  Incorporation  of  the  Surviving
          Corporation are made by reason of the Agreement and Plan of Merger.

FIFTH:    The  entire  plan of  merger  of  Boulder  Brewing  Company  into  the
          Surviving  corporation is not set forth herein but is set forth in the
          Agreement and Plan of Merger, a complete  executed copy of which is on
          file at the place of business of the Surviving Corporation  maintained
          at 211 West Wall Street, Midland, Texas 79701

SIXTH:    A copy of the  Agreement  and Plan of Merger will be  furnished by the
          Surviving   Corporation,   upon  request  and  without  cost,  to  any
          stockholder  of  either  Boulder  Brewing  Company  or  the  Surviving
          Corporation.

IN WITNESS WHEREOF,  the undersigned have executed these Articles of Merger this
__ day of September, 2001.

Boulder Acquisitions, Inc.
(A Nevada corporation)

By: /s/ Glenn A. Little
--------------------------
Glenn A. Little, President

By: /s/ Matthew Blair
--------------------------
Matthew Blair, Secretary