Exhibit 3.04
                                                                    ------------

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

To the Secretary of State
State of Colorado

Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
domestic  corporation  herein named does hereby submit the following Articles of
Merger.

FIRST:    Annexed  hereto  and  made a part  hereof  is the Plan of  Merger  for
          merging Boulder  Brewing  Company with and into Boulder  Acquisitions,
          Inc., as approved by  resolution  adopted at a meeting by the Board of
          Directors  of  Boulder  Brewing  Company  on  August  24,  2001 and by
          resolution  adopted at a meeting by the Board of  Directors of Boulder
          Acquisitions, Inc. on September 10, 2001.

SECOND:   The number of votes cast for the Plan of Merger by each  voting  group
          of Boulder Brewing  Company  entitled to vote separately on the merger
          was sufficient for approval by that voting group.

THIRD:    The  merger  herein  provided  for is  permitted  by the  laws  of the
          jurisdiction of organization of Boulder  Acquisitions,  Inc. and is in
          compliance with said laws.

FOURTH:   The  address,  wherever  located,  of  the  principal  office  of  the
          surviving corporation is 211 West Wall St., Midland, Texas 70701.

Executed on this 10th day of September 2001.

Boulder Brewing Company

By:  /S/ Glenn A. Little
------------------------
Glenn A. Little
President

Boulder Acquisitions, Inc.

By:  /S/ Glenn A. Little
------------------------
Glenn A. Little
President