INNOVATIVE HOLDINGS & TECHNOLOGIES INC
10SB12G, 2000-02-17
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                  FORM 10-SB/A


    GENERAL FORM FOR THE  REGISTRATION  OF SECURITIES OF SMALL BUSINESS  ISSUERS
       Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934



                  INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)



           Colorado                                     74-2929034
   ------------------------                 ---------------------------------
   (State of Incorporation)                 (IRS Employer Identification No.)



100 South Orange Ave., Ste. 100, Orlando, FL               32801
- --------------------------------------------            ----------
  (Address of principal executive offices)              (Zip Code)



Issuer's telephone number,(   407   )   481   -   8900
                           ---------  -------   --------


Securities to be registered under Section 12(b) of the Act:  None

         Title of each class               Name of each exchange on which
         to be so registered               each class is to be registered


- ---------------------------------          -------------------------------------



- ---------------------------------          -------------------------------------


Securities to be registered under Section 12(g) of the Act:


         Title of each class               Name of each exchange on which
         to be so registered               each class is to be registered


Common Stock, par value $0.0001                     OTC BB
- ---------------------------------          -------------------------------------



- ---------------------------------          -------------------------------------






<PAGE>




Item 1.   Description of Business.

         (a)  Forward-looking  Statements.  Certain statements in this Form 10SB
Registration   Statement,   particularly   under  Items  1  and  2,   constitute
"forward-looking   statements"  with  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995. These  forward-looking  statements  involve known
and unknown risks,  uncertainties,  and other factors which may cause the actual
results,  performance or achievements of the Company to be materially  different
from any future results,  performance or  achievements,  expressed or implied by
the forward-looking statements.

         (b)  Business  Development.  Innovative  Holdings  & Technologies, Inc.
(the  "Company")  was  incorporated  under the laws of the State of  Colorado on
January 7, 1987. The Company has one operating subsidiary named Xtreme Telemetry
Systems, Inc. (XTS), a Florida corporation.

         (c) Business of Issuer.  The company is in the  business of  acquiring,
creating  and   developing   high   technology   companies  with  promising  new
technologies  and  applications.  The  Company  does not intend to combine  with
private  companies  in  manners  which may  cause it to be deemed an  investment
company subject to the Investment Company Act of 1940.

In January,  1999,  the  Company,  through  its XTS  subsidiary,  commenced  the
development of the Xtreme  Telemetry  System, a high technology data acquisition
and delivery system for broadcast television and Internet applications.  The XTS
System   incorporates   exclusive  sensor   technologies  to  gather  data  from
biological,  mechanical and environmental  sources. This data is then wirelessly
transmitted from its source, by way of XTS's proprietary  software and hardware,
to broadcast  applications on TV or the Internet.  This broadcast information is
graphically  displayed  on  TV or  Internet  screens,  which  also  serves  as a
"billboard",  offering  unique  opportunities  for  advertisers  and sponsors to
display their messages.

In October 1999, the Company began the  development of a new Internet sports and
entertainment  network  that  will  offer  alternative  sports  information  and
entertainment. The concept will incorporate the XTS System telemetry data, along
with special  events,  celebrity  features,  e-commerce,  chat rooms,  web cams,
virtual games and news and information.

The  Company  is  currently  in  discussions  with a number of  sports  entities
worldwide for the purpose of telemetry data  acquisition (via XTS) and broadcast
delivery including soccer, football, auto racing, golf and extreme sports.

Anticipated  revenues will be generated  through  sponsorship,  advertising  and
sales of telemetry content to TV and Internet providers.

The  Company  will offer  content  and  information  similar to many  sports and
entertainment  venues on the  Internet,  but will be unique  in  offering  XTS's
telemetry  to a  global  audience.  It is  management's  belief  that  there  is
currently no direct competition to the Company's telemetry technology.

The Company is developing  propriety  software and hardware  applications  which
have not yet been patented or copyrighted.

Employees

As of October 20, 1999, the Company employed three full employees,  and uses the
services of six consulting firms/individuals on an as-needed basis.




<PAGE>



Item 2.   Management's Discussion and Analysis or Plan of Operation.

         The following  discussion  and analysis  should be read in  conjunction
with  "Selected  Consolidated  Financial  Data" and the  Company's  consolidated
Financial Statements and Notes thereto included elsewhere in this document.

Overview

Since its  inception  in 1987,  the  Company's  initial  purpose  was to conduct
offerings of its  securities to raise  capital to acquire  businesses in various
industries.  For the period from January 9, 1987  (inception)  to September  30,
1990, the Company  incurred a total net loss of  $1,840,993.  During this period
the Company devoted substantially all of its efforts to establish and organize a
television cablecast facility. However, by the end of 1990 the operations of the
Company ceased.

From  December  1990  through  October  1997,  the  Company  did not operate any
businesses and was inactive.

In November  of 1997,  the Company  changed  its name to  Innovative  Holdings &
Technologies,  Inc.  In the  second  quarter  of 1998,  the  Company  signed  an
agreement to acquire BioCam  Company,  Inc.  (BioCam),  a developer of telemetry
technology in the amount of $1,000,000. The company issued convertible preferred
stock and restricted common stock to the BioCam shareholders in exchange for all
of their issued and outstanding  BioCam stock.  The Company began supporting the
operations of BioCam financially and funded approximately $350,000, in 1998. The
BioCam  shareholders  failed to perform  their  obligations  under the terms and
conditions of the business  combination  agreement.  The Company  terminated the
agreement.

On January 8, 1999, the Company  incorporated  Xtreme  Telemetry  Systems,  Inc.
(Xtreme).  Xtreme is developing a product on the cutting edge of  communications
technology.  Xtreme is  finalizing  the  development  of a real time  telemetric
monitoring   device  which  will  be  marketed   initially  in  the  sports  and
entertainment  industries.  The device will monitor performance and transmit the
data by broadcast or over the Internet. In September,  1999, the Company secured
the services of specialists  in computer  software  development.  The alpha-beta
testing of the software  commenced in the fourth  quarter of 1999.  The products
under development are expected to be completed by January, 2000.

Marketing  efforts will  commence by January,  2000.  Revenues  are  anticipated
through the sale of  advertising  at Xtreme's web site and through the promotion
of  sponsorships  by  organizations   and  others  related  to  the  sports  and
entertainment industries.


Results of Operations

The following table sets forth,  for the periods  indicated,  certain items from
the Company's Consolidated  Statements of Operations,  expressed as a percentage
of total expenses.

                                                          Year Ended December 31
                               Eight Months Ended
                                  August 31, 1999           1998         1997

Revenues                                  0.0%              0.0%         0.0%

Expenses:
   General and Administrative            70.9%             24.0%        100.0%
   Research and Development              27.6%             74.8%            -
   Interest Expense                       1.5%              0.2%            -
   Total Expenses                       100.0%            100.0%        100.0%

Net Loss                                100.0%            100.0%        100.0%

<PAGE>

Revenues

The Company had no revenues  for the eight  months ended August 31, 1999 and for
the years ended  December  31, 1998 and 1997.  Revenues are expected to commence
during April,  2000 because  marketing  strategies  of the  completed  real time
telemetry products will begin at the onset of 2000.

General and Administrative

General and  administrative  expenses  have  increased  from $111,641 in 1998 to
$198,662  for the nine months  ended in August 31,  1999.  The increase in these
expenses  resulted  from the  development  operations  of Xtreme  and  Company's
dedicated support to develop their business operations. The reduction of general
and administrative  expenses in 1998 was primarily attributable to a decrease in
consulting fees.

Research and Development

Research and development expenses decreased from $348,250 in 1998 to $77,421 for
the nine  months  ended in August 31,  1999.  The  decrease  was  largely due to
expenditures  made for  consulting  services  related to the  development of the
telemetry  system in the amount of $348,250,  in 1998.  Research and development
expenses are not recurring  expenses.  Estimated  research and development costs
through  the  completion  of  the  telemetry   system  in  April  2000  will  be
approximately $500,000.

Interest Expense

Interest  expense is due from personal  loans made to the company.  The interest
amounts from 1997 to 1998 have not varied considerably.

Liquidity and Capital Resources

The Company requires capital principally for the financing of operations and the
development of their wholly owned subsidiary,  Xtreme Telemetry Systems, Inc. To
date, the company has financed its operations primarily through the sale it's of
equity  securities.  During 1999 and 1998,  the Company  generated  $450,000 and
$350,000,  respectively,  from the sale of its stock.  In addition,  the Company
received  $96,700  from notes and loans.  The  Company  had  working  capital of
($89,266) as of August 31, 1999, compared to ($248,795) as of December 31, 1998.
This increase was  principally the result of increase in cash due to the sale of
stock.

As stated in the  Company's  Consolidated  Financial  Statements,  the Company's
ability  to  continue  as a going  concern is  dependent  upon sale of stock and
attaining  profitable  operations.  The  deficiency  in operating  cash flows is
expected to continue  until such time that the Company  begins to generate  cash
flows  from the  telemetry  data in the form of  advertisement  and  sponsorship
sales.  Operations  are  expected  to begin in April 2000 and the  research  and
development  costs should cease.  Until such time, the Company sold stock in the
amount of $500,000  under a subscription  receivable.  It is expected that these
funds will  facilitate the management of the Company's cash flows until the time
it begins to generate cash flows from its operations.  There can be no assurance
the  additional  financing  will be  attained  or that  the  operations  will be
profitable.


<PAGE>



Such inability would have a material  adverse effect on the Company's  business,
operating results and financial condition.

Net cash used in  investing  activities  was $16,867 for the eight  months ended
August 31, 1999.  These  expenditures  primarily  related to  investments in the
Company's  administrative  facility.  The  Company  currently  has  no  specific
commitments  with  regard  to  capital   expenditures  with  the  exceptions  of
purchasing  computer  equipment and sensors.  These costs will be  approximately
$10,000 in the last quarter of 1999. The Company's  future capital  requirements
will depend on its ability to acquire complimentary business ventures,  products
or technologies.

The  Company  believes  that its  current  cash  balances  will not  provide the
liquidity necessary to satisfy the Company's working capital needs.

Inflation

Inflation  has not had a  significant  impact on the Company since its inception
nor is it expected to have a significant impact in the foreseeable future.

Impact of Year 2000

The Company  understands the impact of the Year 2000 (Y2K) issue.  The Y2K issue
will not affect the Company's  current internal  structure  because its internal
computers are used for administrative  purposes and they are Y2K compliant.  The
Company has hired an outside consultant to develop the software,  which provides
real time telemetry  that will store and report on data. The outside  consultant
has represented and warranted that the software is Y2K compliant.

The Company  cannot  predict  the effect of the Y2K  problem on its  prospective
customers and third parties. The Company has not yet established any contingency
plans,  but will develop such plans as needed once it  identifies  the scope and
magnitude of any compliance issues with prospective customers and third parties.
There can be no  assurance  that the  systems  of other  companies  on which the
Company's system rely or interface will be timely converted.


Item 3.   Description of Property.

         The Company owns no real  property.  It subleases  2,778 square feet of
office space from Metcalf Limited  Partnership.  The premises are located at 100
South Orange Ave., Suite 300, Orlando,  Florida.  The lease commenced on July 1,
1999 and ends on the last  effective day of the Lease,  October 1, 2002,  unless
terminated  sooner,  as set forth in the lease  agreement.  The monthly  rent is
currently $3,472.50.

Item 4.   Security Ownership of Certain Beneficial Owners and Management.

         Table 1 lists the persons who are known to the Company to be the owners
of more than five  percent  of the  Company's  equity  shares  according  to the
stockholder  list  provided by the  Company's  transfer  agent as of November 8,
1999.

(a)      Beneficial Ownership of more than 5%.

         Table 1.

     (1)                    (2)                      (3)                (4)
Title of Class        Name and Address        Amount and Nature      Percent of
                                                                       Class

     *Common           Helmuth Wyzisk             7,392,500            40.1%
      Common           Trinity Funding            1,666,666             9.2%
      Common           Bodden & Company           1,666,666             9.2%
      Common           Multilink Investments      1,666,668             9.2%

<PAGE>

(b)      Security Ownership of Management.

         Table 2.

     (1)                    (2)                      (3)                (4)
Title of Class        Name and Address        Amount and Nature      Percent of
                                                                       Class

     *Common           Helmuth Wyzisk             7,392,500            40.1%

(3)      Changes  in  Control.  Management  is  unaware  of any facts that would
         effect a change in the  control  of the  Company as of the date of this
         Form 10 SB filing.

Item 5.   Directors, Executive Officers, Promoters and Control Persons.

(a)      Identify Directors and Executive Officers.

         The Company's one director is Mr. Helmuth Wyzisk. Mr. Wyzisk is the
President and Chief Executive Officer and his age is 43. Mr. Wyzisk has served
in his present capacities since November 1997. From 1995 through 1997 he served
as the President of Celesta Corporation. Celesta offered financial and other
business services to its customers. Prior to 1995, Mr. Wyzisk was President of
ELF Investments, a company providing contract negotiation and acquisition
services to its customers.

         Mr. Peter Quilty is the Secretary and Controller and his age is 43. Mr.
Quilty was employed with the Company in June 1999.  Prior to this employment, he
was  the  Controller  for  Sound  Money  Investors  and  Florida  Running,  Inc.
magazines.

(b)      Identify  Significant   Employees.   The  Company  has  no  significant
         employees, as that term is defined, other than its executive officers.

(c)      Family Relationships.  None.

(d)      Involvement  in  Certain  Legal  Proceedings.  None  of  the  Company's
         directors,  officers,  promoters or control persons, if any, during the
         past five years was, to the best of the Company's knowledge:

1.       A  general  partner  or  executive  officer  of a  business  that had a
         bankruptcy  petition  filed by or  against it either at the time of the
         bankruptcy or within the two years before the bankruptcy;

2.       Convicted  in a  criminal  proceeding  or  been  subject  to a  pending
         criminal  proceeding  (excluding  traffic  violations  and other  minor
         offenses);

3.       Subject to any order,  judgement, or decree, not subsequently reversed,
         suspended  or  vacated,   of  any  court  of  competent   jurisdiction,
         permanently or temporarily enjoining,  barring, suspending or otherwise
         limiting his or her involvement in any type of business,  securities or
         banking activities; and

4.       Found by a court of competent  jurisdiction  (in a civil  action),  the
         Securities  and Exchange  Commission or the Commodity  Futures  Trading
         Commission  to  have   violated  a  federal  or  state   securities  or
         commodities law, and the judgement has not been reversed,  suspended or
         vacated.

<PAGE>

Item 6.   Executive Compensation.

         The Company has two  executive  officers.  Mr.  Wyzisk has been paid no
compensation during 1998 and 1999. Mr. Wyzisk was paid executive compensation in
the form of common  stock for the years 1994  through  1997 with the issuance of
6,000,000 common shares.  This compensation was valued at $300,000 or five cents
per share.  The company has granted stock options to its President to acquire up
to Ten Million  (10,000,000)  common shares for purchase price of $500,000.  The
option is exercisable commencing on June 1, 2000 and expires on March 9, 2003.

Item 7.   Certain Relationships and Related Transactions.

(a)      Transactions with Management and Others.

         Except  as  otherwise  set  forth  in  this  document,   no  member  of
management,  executive  officer,  director,  nominee  for a director or security
holder who is known to the  Company to own of record or  beneficially  more than
five percent of any class of the Company's voting securities,  nor any member of
the  immediate  family of any of the  foregoing  persons,  has had any direct or
indirect  material interest in any transaction to which the Company was or is to
be a party.

         The Company retains the services of a marketing company whose principal
owner is the controlling  shareholder of the Company.  During 1999,  payments of
$20,000 were made to this related company.

(b)      Certain Business Relationships.

         During 1997 and 1998 and prior to July 1, 1999 the Company's operations
were  based  at the  offices  of a  shareholder.  Payments  were  made  to  this
shareholder for rent,  administrative and miscellaneous  services.  During 1998,
50,000 shares were issued to and $53,800 was paid to this  shareholder.  For the
eight months ended  August 31, 1999,  payments in the  aggregate of $60,387 were
made to this shareholder.

On March 10, 1998, the Company granted an option to purchase  10,000,000  shares
of its common  stock to the  controlling  shareholder  at a price of at $.05 per
share.  On March 10,  1998 the Company  granted an option to purchase  2,000,000
shares of its common  stock to a  shareholder  at a price of $.05 per share.  On
March 10, 1998, the Company  granted an option to purchase  8,000,000  shares of
its common  stock to a  consultant  of the Company at a price of $.05 per share.
The options are  exercisable  commencing  on June 1, 2000 and expire on March 9,
2003.

(c)      Indebtedness of Management.

         No member of the  Company's  management  is or has been indebted to the
Company since the beginning of the Company's last fiscal year.

(d)      Transactions with Promoters.

         The  Company's  promoters  have not received,  directly or  indirectly,
anything of value from the Company, nor are they entitled to receive anything of
value from the Company.

Item 8.   Legal Proceedings.

         The  Company  is  not a  party  to  any  pending  or  threatened  legal
proceedings.

Item 9.   Market for Common Equity and Related Stockholder Matters.

(a)      Market Information.

         The  Company's  common stock trades  Over-the-Counter  (OTC) on the OTC
Bulletin  Board under the symbol  IHTL.  Table 3 sets forth the high and low bid
information for each fiscal quarter within the last two years.  These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

<PAGE>

Table 3.

Bid Information
- --------------------------------------------------------------------------------
Fiscal Quarter Ended                        High                       Low
- --------------------------------------------------------------------------------
September 30, 1999                          1.02                       0.16
June 30, 1999                               0.84                       0.375
March 31, 1999                              1.22                       0.325
December 31, 1998                           0.78                       0.27
September 30, 1998                          0.79                       0.30
June 30, 1998                               0.75                       0.08
March 31, 1998                              0.17                       0.09
December 31, 1997                           0.28                       0.01
September 30, 1997                          0.32                       0.09
- --------------------------------------------------------------------------------

(b)      Holders.

         The Company has 2,234  active  shareholders  of its common  stock as of
August 31, 1999 holding 18,054,884 common shares.

(c)      Dividends.

          No dividends  have been declared or paid to date and none are expected
to be paid in the forseeable  future.  There are no restrictions  imposed on the
Company which limit its ability to declare or pay dividends on its common stock.

Item 10.  Recent Sales of Unregistered Securities.


In 1997, the Company  exchanged 774,880 shares of its restricted common stock to
an entity affiliated with the Company's controlling shareholder for repayment of
a loan in the amount of $96,800.

During 1998, the Company issued 9,450,000 shares of restricted  common stock for
the  repayment  of accrued  expenses in the amount of  $472,500.  These  accrued
expenses  related to services  performed by  stockholders of the Company for the
reorganization and reactivation of the Company. The services were valued at fair
market  value  based upon  either the open  market  closing  price or a board of
directors designation as of the date of each respective transaction.

In May 1998,  the Company  issued  20,000,000  convertible  preferred  shares in
connection with a business combination  transaction whereby it sought to acquire
all of the issued and outstanding  stock of BioCam  Company,  Inc.  (BioCam),  a
Florida corporation. In July 1998, the Company converted the preferred shares to
4,200,000 shares of its restricted  common stock. In July 1999, this transaction
was  terminated due to the failure of the BioCam  shareholders  to perform their
contractual obligations. The 4,200,000 shares were canceled.

The Company issued 50,000 and 100,000  shares of its restricted  common stock in
1999 and 1998,  respectively,  to individuals as compensation in connection with
its  reorganization  and reactivation of the Company.  These  transactions  were
valued at $10,000 and  $5,000,  respectively,  which was the fair  market  value
based  upon  either  the open  market  closing  price  or a board  of  directors
designation as of the date of each  individual's  involvement  with the Company.
The above  securities  were issued pursuant to Section 4(2)of the Securities Act
of 1933.

<PAGE>

On March 3, 1998 the Company sold 1,000,000 common shares pursuant to Regulation
D, Rule 504 for a total price of $100,000.  On September  14, 1998,  the Company
sold 250,000  shares of common stock  pursuant to Section 4(2) of the Securities
Act of 1933.  On January 8, 1999,  the Company  sold 850,000  common  shares for
$450,000 pursuant to Regulation D, Rule 504.


Item 11.  Description of Securities.

(a)      Common or Preferred Stock.

         The Company is authorized to issue Five Hundred  Million  (500,000,000)
shares of capital  stock of which Four Hundred Fifty  Million  (450,000,000)  is
common  stock,  par value $0.0001 per share and Fifty  Million  (50,000,000)  is
preferred  stock,  par value $0.001 per share. As of August 31, 1999,  there are
18,054,884  shares of common stock issued and outstanding.  On October 19, 1999,
the  company  was  authorized  to  issue  250,000  shares  of  1999  Series  "A"
convertible  preferred  stock.  The 1999 Series "A" preferred stock will entitle
the holder to one vote per share.  The shares are convertible  into common stock
at the  option  of the  holder,  one share of  preferred  stock for one share of
common stock. The conversion rate will not be affected by stock recapitalization
actions.

(b)      Debt Securities.

         The company has no outstanding debt securities.

(c)      Other Securities To Be Registered.

         The Company is only registering its common stock securities.

Item 12.  Indemnification of Directors and Officers.

         Article 7 of the Company's  Articles of Incorporation  provide that the
Company may indemnify any director,  officer,  employee,  fiduciary, or agent of
the Company to the full extent permitted by the Colorado  Corporation Code as in
effect at the time of the conduct by the person.

         Insofar as indemnification for liabilities arising under the Securities
Act  of  1933,  as  amended,  may  be  permitted  for  directors,  officers  and
controlling  persons  of the  Company,  in the  opinion  of the  Securities  and
Exchange  Commission,  such  indemnification  is  against  public  policy and is
therefore, unenforceable.

Item 13.  Financial Statements.

         See the Index to Financial Statements on page F-1.

Item 14.  Changes  In  and  Disagreements  With  Accountants  on  Accounting and
          Financial Disclosure.

         There  have  been no  changes  or  disagreements  with  accountants  on
accounting or financial  disclosure  during the Company's two most recent fiscal
years.

<PAGE>

Item 15.  Financial Statements and Exhibits.


       (a)     Audited Financial Statements and Interim Financial Statements

       (b)     Exhibits

       (3)     Amendment of Articles of Incorporation of Celesta Corporation

       (3)     Certificate   of   Amendment  of  Articles  of  Incorporation  of
               Innovative Holdings & Technologies, Inc.

       (3)     By-Laws

       (27)    Financial Data Schedule

       (27.1)  Financial Data Schedule Interim Financial Statements

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, as amended, the registrant has duly caused this registration  statement to
be signed on its behalf by the undersigned, who are duly authorized.

Dated: February 11, 2000



INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.
a Colorado corporation


 /s/ Helmuth Wyzisk
- -------------------
     Helmuth Wyzisk
     President



 /s/ Peter Quilty
- -------------------
     Peter Quilty
     Secretary





















<PAGE>



            INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE EIGHT MONTHS ENDED AUGUST 31, 1999

                 AND THE YEARS ENDED DECEMBER 31, 1998 AND 1997




<PAGE>





                                TABLE OF CONTENTS

                                                                  Page
                                                                  ----

Independent Auditors' Report.......................................1

Consolidated Financial Statements

  Consolidated Balance Sheets......................................2

  Consolidated Statements of Operations............................3

  Consolidated Statements of Changes
  in Stockholders' Equity (Deficit)................................4

  Consolidated Statements of Cash Flows............................5

Notes to Consolidated Financial Statements.........................6-12



<PAGE>



                             DiRocco & Dombrow, P.A.
                  Certified Public Accountants and Consultants
                         3601 Commercial Blvd., Suite 22
                            Fort Lauderdale, FL 33309
                               Tel. (954) 731-8181
                               Fax (954) 739-1054


November 19, 1999

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Innovative Holdings & Technologies, Inc. and Subsidiary

We have  audited the  accompanying  consolidated  balance  sheets of  Innovative
Holdings & Technologies,  Inc. and Subsidiary (a State of Colorado  corporation)
at  August  31,  1999  and at  December  31,  1998  and  1997  and  the  related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash  flows for the eight  months  ended  August  31,  1999 and years  ended
December 31, 1998 and 1997.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material misstatement.  An audit includes,  examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Innovative Holdings
& Technologies,  Inc. and Subsidiary at August 31, 1999 and at December 31, 1998
and 1997,  and the results of its operations and cash flows for the eight months
ended  August  31,  1999  and the  years  ended  December  31,  1998 and 1997 in
conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 15 to
the  consolidated  financial  statements,  the Company's  significant  operating
losses raise substantial doubt about its ability to continue as a going concern.
Management's  plans  regarding  those matters also are described in Note 15. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


DiRocco & Dombrow, P.A.










<PAGE>

<TABLE>

<CAPTION>

           INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                        Year Ended December 31,
                                                     August 31,       ---------------------------
                                                        1999             1998             1997
                                                     ----------       ----------       ----------
<S>                                                  <C>              <C>              <C>
Current assets
  Cash                                               $  133,857       $    4,303       $        -
  Prepaid expenses                                       25,000                -                -
                                                     ----------       ----------       ----------
   Total current assets                                 158,857            4,303                -

Investments                                                   -        1,000,000                -
Property and equipment                                   16,867                -                -

Other assets                                              3,473                -                -
                                                     ----------       ----------       ----------
   Total assets                                      $  179,197       $1,004,303       $        -
                                                     ==========       ==========       ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued
   expenses                                          $   21,533       $   18,148       $  472,500
  Withholding taxes payable                             164,890          163,250          163,250
  Notes payable                                          40,000           40,000                -
  Due to affiliate                                       21,700           31,700                -
                                                     ----------       ----------       ----------
   Total current liabilities                            248,123          253,098          635,750

Long-term debt
  Note payable                                           25,000           25,000                -
                                                     ----------       ----------       ----------
   Total liabilities                                    273,123          278,098                -
                                                     ----------       ----------       ----------

Stockholders' equity (deficit)
Preferred Stock, $001 par value.
50,000,000 shares authorized
   no shares issued and
   outstanding, respectively                                  -                -                -

  Common stock,  $.0001 par value,
   450,000,000 shares  authorized,
   18,054,884, 21,254,884 and
   6,254,884 shares issued
   and outstanding, respectively                          1,806            2,126              626

  Additional paid-in capital                          2,535,100        3,074,780        1,248,780
  Deficit                                            (2,630,832)      (2,350,701)      (1,885,156)
                                                     ----------       ----------       ----------
   Total stockholders' equity (deficit)              (   93,926)         726,205       (  635,750)
                                                     ----------       ----------       ----------
   Total liabilities and stockholders' equity        $  179,197       $1,004,303       $        -
                                                     ==========       ==========       ==========

</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                       -2-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS




                               Eight Months Ended
                                   August 31,         Year Ended December 31,
                               ------------------   ---------------------------
                                      1999             1998             1997
                                   ----------       ----------       ----------
Expenses
  General and administrative       $  198,662       $  111,641       $  172,500
  Research and development             77,421          348,250                -
  Interest expense                      4,048            5,654                -
                                   ----------       ----------       ----------
     Total expenses                   280,131          465,545          172,500
                                   ----------       ----------       ----------

Net loss                           $( 280,131)      $( 465,545)      $( 172,500)
                                   ==========       ==========       ==========


Basic loss per share               $(   0.016)      $(   0.024)      $(   0.028)
                                   ==========       ==========       ==========

Diluted loss per share             $(   0.014)      $(   0.022)      $(   0.028)
                                   ==========       ==========       ==========



















   The accompanying notes are an integral part of these financial statements.
                                       -3-

<PAGE>

<TABLE>

<CAPTION>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                             Eight Months Ended
                                                 August 31,         Year Ended December 31,
                                             ------------------   ---------------------------
                                                    1999             1998             1997
                                                 ----------       ----------       ----------
<S>                                              <C>              <C>              <C>
Cash flows used by operating activities:
Net loss                                         $( 280,131)      $( 465,545)      $( 172,500)
Adjustments to reconcile net
      loss to net cash used by
      operating activities:
      Stockholder services credited
       to capital                                    10,000            5,000                -
      (Increase) decrease in:
          Prepaid expenses                        (  25,000)               -                -
          Other assets                            (   3,473)                                -
      Increase (decrease) in:
          Accounts payable and accrued
            expenses                                  3,385           18,148          172,500
          Withholding taxes payable                   1,640                -
                                                 ----------       ----------       ----------
            Net cash used by operating
              activities                          ( 293,579)       ( 442,397)               -
                                                 ----------       ----------       ----------


Cash flows used by investing activities:
    Purchases of property and equipment           (  16,867)               -                -
                                                 ----------       ----------       ----------
            Net cash used by investing
              activities                          (  16,867)               -                -
                                                 ----------       ----------       ----------

Cash flows from financing activities:
   Proceeds from notes payable                            -           65,000                -
   Proceeds from affiliate                                -           31,700                -
   Repayment to affilate                          (  10,000)               -                -
   Proceeds from issuance of stock                  450,000          350,000                -
                                                 ----------       ----------       ----------
            Net cash provided by financing
              activities                            440,000          446,700                -
                                                 ----------       ----------       ----------

Increase in cash                                    129,554            4,303                -
Cash at beginning of year                             4,303                -                -
                                                 ----------       ----------       ----------

Cash at end of year                              $  133,857       $    4,303       $        -
                                                 ==========       ==========       ==========


</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                       -4-


<PAGE>

<TABLE>

<CAPTION>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                                                   Total
                                     Shares of      Shares of                     Additional                   Stockholder's
                                     Preferred        Common                       Paid-In      Accumulated        Equity
                                       Stock          Stock          Amount        Capital       (Deficit)       (Deficit)
                                    -----------    -----------    -----------    -----------    -----------    -------------
<S>                                 <C>            <C>            <C>            <C>            <C>            <C>
Balance at December 31, 1996                 --      5,480,004    $       548    $ 1,152,058    $(1,712,656)   $    (560,050)
  Issuance of stock for
   repayment of debt                         --        774,880             78         96,722             --           96,800

  Net loss for the year                (172,500)      (172,500)
                                    -----------    -----------    -----------    -----------    -----------    -------------

Balance at  December 31, 1997                --      6,254,884            626      1,248,780     (1,885,156)        (635,750)

  Issuance of stock for
   repayment of accrued expenses             --      9,450,000            945        471,555             --          472,500

  Issuance of convertible
   preferred stock for investment    20,000,000             --         20,000        980,000             --        1,000,000

  Conversion of preferred stock
   to common stock                  (20,000,000)     4,200,000        (19,580)        19,580             --               --


  Issuance of stock for services             --        100,000             10          4,990             --            5,000

  Issuance of stock in connection
   with March 2, 1998 offering               --      1,000,000            100         99,900             --          100,000

  Issuance of stock                          --        250,000             25        249,975             --          250,000

  Net loss for the year                      --             --             --             --       (465,545)        (465,545)
                                    -----------    -----------    -----------    -----------    -----------    -------------
Balance at December 31, 1998                 --     21,254,884          2,126      3,074,780     (2,350,701)         726,205

  Cancellation of stock related
   to investment                             --     (4,200,000)          (420)      (999,580)            --       (1,000,000)

  Issuance of stock for services             --         50,000              5          9,995             --           10,000

  Issuance of stock in connection
   with January 8, 1999 offering             --        950,000             95        449,905             --          450,000

  Net loss for the eight months              --             --             --             --       (280,131)        (280,131)
                                    -----------    -----------    -----------    -----------    -----------    -------------

Balance at August 31, 1999                   --     18,054,884    $     1,806    $ 2,535,100    $(2,630,832)   $     (93,926)
                                    ===========    ===========    ===========    ===========    ===========    =============


</TABLE>







   The accompanying notes are an integral part of these financial statements.
                                       -5-



<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Organization and Summary of Significant Accounting Policies

     Organization
     ------------

     Innovative Holdings and Technologies, Inc. (the "Company") was incorporated
     in the State of  Colorado  in 1987 as Celesta  Corporation.  The  Company's
     purpose is to raise  capital by sales of its'  common  stock in  registered
     security offerings for the acquisition of businesses.  The Company's office
     is located in Orlando, Florida.

     Subsidiary
     ----------

     On January 8, 1999, the Company incorporated Xtreme Telemetry Systems, Inc.
     (Xtreme)  in  the  State  of  Florida  and  is its  only  shareholder.  The
     transaction  was  accounted for by the purchase  method of  accounting  for
     business combinations.

     The subsidiary is in the business of designing,  developing,  producing and
     selling  telemetric  sensor and  communication  products and services.  The
     subsidiary is in the development stage.

     Consolidation Policy
     --------------------

     The accompanying  consolidated financial statements include the accounts of
     the Company and its wholly owned subsidiary.  Intercompany transactions and
     balances have been eliminated in consolidation.

     Property and Equipment
     ----------------------

     Property and equipment are recorded at cost.  Expenditures  for maintenance
     and repairs are charged to expense as incurred.  Depreciation is calculated
     on a straight-line  basis over estimated useful lives of the related assets
     as follows:

                                                      Years
                                                     ------
                  Furniture                          7 - 10
                  Computers                          5 -  7

     Depreciation  expense was not recorded since the property and equipment was
     only in service during August, 1999.

     Loss Per Share
     --------------

     Basic loss per share excludes any dilutive effects of stock options.  Basic
     loss per  share is  computed  using the  weighted-average  number of common
     shares outstanding  during the period.  Dilutive loss per share is computed
     using the weighted-average number of common shares and the effects of stock
     options during the period.




                                       -6-


<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.   Organization and Summary of Significant Accounting Policies (Continued)

     Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

     Income Taxes
     ------------

     The Company  accounts for income taxes using the asset and liability method
     as required by Statements of Financial  Standards No. 109.  Deferred income
     taxes are recognized for operating losses, if available,  to offset federal
     income  taxes.  An allowance is provided if it is more likely than not that
     the Company will not realize the  benefits of a deferred  tax asset.  As of
     August 31, 1999 and December 31, 1998 and 1997, a valuation  allowance  has
     been provided against the deferred tax asset. See Note 9.

     Accounting Estimates
     --------------------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the amounts  reported in the financial  statements
     and accompanying notes. Actual results could differ from those estimates.

2.   Concentration of Risks

     The Company  maintains its cash accounts in one commercial  bank located in
     Orlando,  Florida.  Accounts  in the bank  are  guaranteed  by the  Federal
     Deposit  Insurance  Corporation  (FDIC) up to  $100,000.  At various  times
     throughout the year the Company  maintained  cash balances in the bank that
     exceeded the FDIC limit.  As of August 31, 1999, the cash balance  exceeded
     the FDIC limit.


3.   Property and Equipment
                                   August 31, 1999
                                   ---------------

                  Furniture          $  11,867
                  Computers              5,000
                                     ---------
                                     $  16,867
                                     =========

4.  Investment

    In 1998, the entered into a business combination agreement whereby it sought
    to  acquire  100% of the  issued  and  outstanding  common  stock of  BioCam
    Company,  Inc. (BioCam) by issuing  20,000,000 shares of its preferred stock
    and 200,000 shares of its restricted common stock at an agreed upon value of
    $1,000,000 and a commitment to incur $350,000 in operating  expenses related
    to BioCam.  In 1998,  the Company  spent  $348,250 in related  research  and
    development costs. The investment is valued at cost because the Company does
    not have the ability to exercise significant influence over the subsidiary.




                                       -7-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.   Withholding Taxes Payable

     The  Company   compensates  various  individuals  for  consulting  services
     rendered by issuing common stock.  Back up withholding tax at a rate of 20%
     is being computed for these amounts.

6.   Notes Payable

     Notes payable as of August 31, 1999 and December 31, 1998  consisted of the
     following:

                                            August 31, 1999    December 31, 1998
                                            ---------------    -----------------

     Convertible notes payable
      Issued to existing stockholders,
      Interest accrues at 12%                   $40,000             $40,000

     Note Payable to an
      existing stockholder, interest
      accrues at 12%                            $25,000             $25,000

     The convertible notes payable and all accrued interest are convertible into
     shares of the Company's common stock. Subsequent to August 31, 1999; 70,000
     shares of the Company's common stock was issued for the balance of the debt
     including accrued interest.

     The note payable of $25,000 plus accrued  interest matures on September 26,
     2000.

7.   Due to Affiliate

     The Company  receives  funding from a related company as working capital is
     needed.  The related  company is wholly owned by the Company's  controlling
     stockholder.

8.   Lease

     The Company is subleasing  office space which commenced on July 1, 1999 and
     expires  October  1,  2002.  The  Company  has the right to  terminate  the
     sublease  with a 210 day  notice  to the  tenant  who is the  lessor of the
     premises.  Rent  expense  for the eight  months  ended  August 31, 1999 was
     $6,945.

     Minimum  required  future rental payments under this lease as of August 31,
     1999, are:

                           1999             $   13,890
                           2000                 42,365
                           2001                 46,068
                           2002                 39,355
                                            ----------
                                            $  141,678
                                            ==========





                                       -8-

<PAGE>

<TABLE>

<CAPTION>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


9.   Income Taxes

       The total deferred tax assets are as follows:

                                   Net Operating Loss Carryforwards    Applicable Tax Rate
                                 -----------------------------------   -------------------
                                                                                             Valuation     Amount Per
                                   Federal       State       Total     Federal      State    Allowance   Balance Sheet
                                 ----------   ----------   ---------   -------     -------   ---------   -------------
<S>                              <C>          <C>          <C>         <C>         <C>       <C>         <C>
Deferred tax assets at
 December 31, 1996               $  549,150   $   85,008   $ 634,158     34%         5.0%    $(634,158)  $           -

Changes for the year
 ended December 31, 1997             51,680        8,000      59,680     34%         5.0%      (59,680)              -

                                 ----------   ----------   ---------                         ---------   -------------
Deferred tax assets at
 December 31, 1997                  600,830       93,008     693,838                          (693,838)              -

Changes for the year
 ended December 31, 1998            150,371       23,277     173,648     34%         5.0%     (173,648)              -

                                 ----------   ----------   ---------                         ---------   -------------
Deferred tax assets at
 December 31, 1998                  751,201      116,285     867,486                          (867,486)              -

Changes for the eight
 months ended
 August 31, 1999                     90,483       14,007     104,490     34%         5.0%     (104,490)              -

                                 ----------   ----------   ---------                         ---------   -------------
Deferred tax assets at
 August 31, 1999                 $  841,684   $  130,292   $ 971,976                         $(971,976)  $           -
                                 ==========   ==========   =========                         =========   =============

</TABLE>

     At August 31, 1999,  the Company has net operating  loss  carryforwards  of
     $2,605,832. These losses will begin expiring in 2002.

     A valuation  allowance has been provided against the deferred tax assets at
     August 31, 1999 and  December 31, 1998 and 1997 since it is likely that the
     Company will not realize the benefits of the deferred tax assets.







                                       -9-

<PAGE>



             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



10.  Loss Per Share

     The following  tables sets forth the  computation of basic and diluted loss
     per share:

                                 Eight Months Ended     Year Ended December 31,
                                  August 31, 1999          1998         1997
                                 ------------------     ----------   ----------
     Numerator:
       Numerator for basic
        and diluted income
        per share-net loss           $( 280,131)        $( 465,545)  $( 172,500)
                                     ==========         ==========   ==========
     Denominator:
       Denominator of basic
        income per share-
        weighted average
        common shares                17,834,052          19,025,71     6,254,884

      Effect of dilutive
        securities:
      Stock options based
         on the treasury stock
          method using average
          market price                2,857,143          1,904,762            -
                                     ----------         ----------   ----------
     Denominator of diluted
        loss per share               20,691,195         20,930,480    6,254,884
                                     ==========         ==========   ==========

     Basic loss per share            $(   0.016)        $(   0.024)  $(   0.028)
                                     ==========         ==========   ==========
     Diluted loss per share          $(   0.014)        $(   0.022)  $(   0.028)
                                     ==========         ==========   ==========

11.  Common Stock Transactions

     During 1998, the Company issued 9,450,000 shares of restricted common stock
     for the  repayment  of accrued  expenses in the amount of  $472,500.  These
     accrued  expenses  related to services  performed  by  stockholders  of the
     Company  for  the  reorganization  and  reactivation  of the  Company.  The
     services were valued at fair market value based upon either the open market
     closing  price or a board of directors  designation  as of the date of each
     respective transaction.

     In May  1998,  the  Company  converted  20,000,000  shares  of  convertible
     preferred  stock in  connection  with a  business  combination  transaction
     whereby it sought to acquire  100% of the issued and  outstanding  stock of
     BioCam Company,  Inc. (BioCam), a Florida  corporation.  In July, 1998, the
     Company  converted  the  preferred  stock  into  4,200,000  shares  of  its
     restricted  common stock. In July 1999, this transaction was terminated due
     to the  failure  of  BioCam's  shareholders  to perform  their  contractual
     obligations.  The  4,200,000  shares  of  common  stock  were  subsequently
     canceled in 1999.


                                      -10-


<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


11.  Common Stock Transactions (Continued)

     In 1997, the Company  exchanged  774,880  shares of its  restricted  common
     stock to an entity  affiliated with the Company's  controlling  shareholder
     for repayment of a loan in the amount of $96,800.

     The Company issued 50,000 and 100,000 shares of its restricted common stock
     in  1999  and  1998,  respectively,   to  individuals  as  compensation  in
     connection with its reorganization  and reactivation of the Company.  These
     transactions were valued at $10,000 and $5,000, respectively, which was the
     fair market  value based upon  either the open  market  closing  price or a
     board  of  directors  designation  as of  the  date  of  each  individual's
     involvement with the Company.

     The Company authorized shares of unregistered common stock is, as follows:

         700,000 shares issued at $.50 per share on January 8, 1999

         250,000 shares issued at $.40 per share on January 8, 1999

         250,000 shares issued at $1.00 per share on September 17, 1998

         1,000,000 shares issued at $.10 per share on March 3, 1998

     The Company's legal counsel issued an opinion stating that the above shares
     are exempt from  registration  under Section 3(b) of the  Securities Act of
     1993 and 504 of Regulation D.

13.  Other Related Party Transactions

     The Company  retains the services of a marketing  company  whose  principal
     owner is a controlling shareholder of the Company. During 1999, payments of
     $20,000 were made to this related company.

     During  1997 and 1998 and  prior to July 1, 1999 the  Company's  operations
     were based at the  offices  of a  shareholder.  Payments  were made to this
     shareholder for rent,  administrative  and miscellaneous  services.  During
     1998,   50,000  shares  were  issued  to  and  $53,800  was  paid  to  this
     shareholder.  For the eight months  ended August 31, 1999,  payments in the
     aggregate of $60,387 were made to this shareholder.

     On March 10,  1998,  the Company  granted an option to purchase  10,000,000
     shares of its common stock to the controlling  shareholder at a price of at
     $.05 per share.  The option is exercisable  any time after June 1, 2000 and
     will expire on March 9, 2003.

     On March 10,  1998 the  Company  granted  an option to  purchase  2,000,000
     shares of its common stock to a shareholder at a price of $.05 per share. .
     The option is  exercisable  any time after June 1, 2000 and will  expire on
     March 9, 2003.

     On March 10, 1998,  the Company an option to purchase  8,000,000  shares of
     its  common  stock to a  consultant  of the  Company at a price of $.05 per
     share.  . The  option is  exercisable  any time after June 1, 2000 and will
     expire on March 9, 2003.



                                      -11-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


14.  Cash Flow Information

     During 1998, the Company issued  restricted shares of its common stock as a
     repayment of accrued expenses in the amount of $472,500.

     During 1997, the Company issued  restricted shares of its common stock as a
     repayment of debt to a related party in the amount of $96,800.

     See Note 11 for further information on the above noted transactions.

15.  Going Concern

     As shown in the accompanying financial statements, the Company incurred net
     losses of $628,381,  $117,295  and  $172,500  during the eight months ended
     August  31,  1999 and for the  years  ended  December  31,  1998 and  1997,
     respectively. The Company's current liabilities exceeded its current assets
     by $89,266, $248,795, $635,750 at August 31, 1999 and December 31, 1998 and
     1997,  respectively.  The  ability of the  Company to  continue  as a going
     concern is dependent  on the  development  and  marketing of products to be
     offered by its  subsidiary.  In September  1999,  the Company  contracted a
     software  developer  to  design  and  develop  the  software.  The  Company
     anticipates  the  completion of the software by the end of 1999 and expects
     to begin generating significant revenues by April, 2000. The expected costs
     to  complete  the  software,  purchase of hardware  and  marketing  will be
     approximately  $500,000.  These costs will be funded by the issuance of its
     common stock in the amount of $500,000 under a subscription agreement dated
     November 9, 1999. Of the subscribed amount,  $83,000 was collected to date.
     The Company  feels that the amount from the offering  will be sufficient to
     fund the  completion  of the  project.  The Company  will offer  additional
     shares of its common stock to raise capital on an as needed basis.









                                      -12-

<PAGE>



                   INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC.

                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998









<PAGE>



            INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 1999 AND 1998

                                     ASSETS

                                                          1999          1998
                                                       ----------    ----------

Current assets
  Cash                                                 $   80,421    $    6,752
  Prepaid expenses                                         25,000             -
  Due from affiliate                                       10,000         1,950
                                                       ----------    ----------
     Total current assets                                 115,241         8,702

Investments                                                     -     1,000,000
Property and equipment                                     16,642             -

Other assets                                                6,723             -
                                                       ----------    ----------
     Total assets                                      $  138,606    $1,008,702
                                                       ==========    ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued
    expenses                                           $    9,704    $   11,778
  Withholding taxes payable                               165,949       163,250
  Notes payable                                            40,000        40,000
  Due to affiliate                                         31,700             -
                                                       ----------    ----------
     Total current liabilities                            247,353       215,028

Long-term debt
  Note payable                                             25,000        25,000
                                                       ----------    ----------
     Total liabilities                                    272,353       240,028
                                                       ----------    ----------

Stockholders' equity (deficit)
  Preferred stock, $.001 par value,
   500,000,000 shares authorized,
   no shares issued and
   outstanding, respectively                                    -             -

  Common stock,  $.0001 par value,
   450,000,000 shares  authorized,
   18,054,884, 21,254,884 and
   6,254,884 shares issued
   and outstanding, respectively                            1,806         2,126

  Additional paid-in capital                            2,535,100     3,074,780
  Deficit                                              (2,670,653)   (2,308,232)
                                                       ----------    ----------
     Total stockholders' equity (deficit)              (  133,747)      768,674
                                                       ----------    ----------
     Total liabilities and stockholders' equity        $  138,606    $1,008,702
                                                       ==========    ==========





                                       -2-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                1999          1998
                                             ----------    ----------
Expenses
  General and administrative                $   296,159   $    74,826
  Research and development                       19,745       348,250
  Interest expense                                4,048             -
                                             ----------    ----------
     Total expenses                             319,952       423,076
                                             ----------    ----------

Net loss                                     (  319,952)   (  423,076)
Deficit, at beginning of year                (2,350,701)   (1,885,156)
                                             ----------    ----------

Deficit, at end of year                     $(2,670,653)  $(2,308,232)
                                             ==========    ==========

Basic loss per share                        $(    0.018)  $(    0.022)
                                             ==========    ==========

Diluted loss per share                      $(    0.022)  $(     0.02)
                                             ==========    ==========








                                       -3-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                          1999          1998
                                                       ----------    ----------

Cash flows from operating activities:
Net loss                                              $(  319,952)  $(  423,076)
Adjustments to reconcile net
      loss to net cash used by
      operating activities:
       Depreciation                                           225             -
      Stockholder services credited
       to capital                                          10,000         5,000
      (Increase) decrease in:
          Prepaid expenses                             (   25,000)            -
          Other assets                                 (    6,723)            -
      Increase (decrease) in:
          Accounts payable and accrued
            expenses                                   (    8,444)   (  460,722)
          Withholding taxes payable                         2,699             -
                                                       ----------    ----------
            Net cash used by operating
              activities                               (  347,195)   (  878,798)
                                                       ----------    ----------


Cash flows from by investing activities:
    Purchases of property and equipment                (   16,867)            -
    Purchase of investment                              1,000,000    (1,000,000)
                                                       ----------    ----------
            Net cash provided (used) by investing
              activities                                  983,133    (1,000,000)
                                                       ----------    ----------

Cash flows from financing activities:
   Proceeds from notes payable                                  -        65,000
   Due from affiliate, net                             (   10,000)   (    1,950)
   Proceeds from issuance of stock                        450,000     1,822,500
   Cancellation of stock                               (1,000,000)            -
                                                       ----------    ----------
            Net cash provided  (used) by financing
              activities                               (  560,000)    1,885,550
                                                       ----------    ----------

Net increase in cash                                       75,938         6,752
Cash at beginning of year                                   4,303             -
                                                       ----------    ----------

Cash at end of year                                   $    80,241   $     6,752
                                                       ==========    ==========







                                       -4-

<PAGE>
             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998

1.   Organization and Summary of Significant Accounting Policies

     Organization
     ------------

     Innovative Holdings and Technologies, Inc. (the "Company") was incorporated
     in the State of  Colorado  in 1987 as Celesta  Corporation.  The  Company's
     purpose is to raise  capital by sales of its'  common  stock in  registered
     security offerings for the acquisition of businesses.  The Company's office
     is located in Orlando, Florida.

     Subsidiary
     ----------

     On January 8, 1999, the Company incorporated Xtreme Telemetry Systems, Inc.
     (Xtreme)  in  the  State  of  Florida  and  is its  only  shareholder.  The
     transaction  was  accounted for by the purchase  method of  accounting  for
     business combinations.

     The subsidiary is in the business of designing,  developing,  producing and
     selling  telemetric  sensor and  communication  products and services.  The
     subsidiary is in the development stage.

     Consolidation Policy
     --------------------

     The accompanying  consolidated financial statements include the accounts of
     the Company and its wholly owned subsidiary.  Intercompany transactions and
     balances have been eliminated in consolidation.

     Property and Equipment
     ----------------------

     Property and equipment are recorded at cost.  Expenditures  for maintenance
     and repairs are charged to expense as incurred.  Depreciation is calculated
     on a straight-line  basis over estimated useful lives of the related assets
     as follows:

                                                               Years
                                                              ------
                           Furniture                          7 - 10
                           Computers                          5 -  7

     Depreciation  expense was $225 and $0 for the nine months  ended  September
     30, 1999 and 1998.

     Loss Per Share
     --------------

     Basic loss per share excludes any dilutive effects of stock options.  Basic
     loss per  share is  computed  using the  weighted-average  number of common
     shares outstanding  during the period.  Dilutive loss per share is computed
     using the weighted-average number of common shares and the effects of stock
     options during the period.



                                       -5-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           SEPTEMBER 30, 1999 AND 1998

1.   Organization and Summary of Significant Accounting Policies (Continued)

     Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

     Income Taxes
     ------------

     The Company  accounts for income taxes using the asset and liability method
     as required by Statements of Financial  Standards No. 109.  Deferred income
     taxes are recognized for operating losses, if available,  to offset federal
     income  taxes.  An allowance is provided if it is more likely than not that
     the Company will not realize the  benefits of a deferred  tax asset.  As of
     September  30,  1999 and 1998,  a  valuation  allowance  has been  provided
     against the deferred tax asset. See Note 9.

     Accounting Estimates
     --------------------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the amounts  reported in the financial  statements
     and accompanying notes. Actual results could differ from those estimates.

2.   Concentration of Risks

     The Company  maintains its cash accounts in one commercial  bank located in
     Orlando,  Florida.  Accounts  in the bank  are  guaranteed  by the  Federal
     Deposit  Insurance  Corporation  (FDIC) up to  $100,000.  At various  times
     throughout the year the Company  maintained  cash balances in the bank that
     exceeded the FDIC limit.

3.   Property and Equipment

                                         September 30, 1999
                                         ------------------

                           Furniture          $11,867
                           Computers            5,000
                                              -------
                                              $16,867
                                              =======

4.   Investment

     In 1998, the Company entered into a business combination  agreement whereby
     it sought to acquire  100% of the issued and  outstanding  common  stock of
     BioCam Company, Inc. (BioCam) by issuing 20,000,000 shares of its preferred
     stock and 200,000 shares of its  restricted  common stock at an agreed upon
     value of  $1,000,000  and a  commitment  to  incur  $350,000  in  operating
     expenses related to BioCam.  In 1998, the Company spent $348,250 in related
     research and  development  costs.  The investment is valued at cost because
     the Company  does not have the ability to  exercise  significant  influence
     over the subsidiary.


                                       -6-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           SEPTEMBER 30, 1999 AND 1998

5.   Withholding Taxes Payable

     The  Company   compensates  various  individuals  for  consulting  services
     rendered by issuing common stock.  Back up withholding tax at a rate of 20%
     is being computed for these amounts.

6.   Notes Payable

     Notes payable as of September 30, consisted of the following:

                                                    1999               1998
                                                  -------            -------

     Convertible notes payable
      Issued to existing stockholders,
      Interest accrues at 12%                     $40,000            $40,000

     Note Payable to an
      existing stockholder, interest
      accrues at 12%                              $25,000            $25,000

     The convertible notes payable and all accrued interest are convertible into
     shares of the  Company's  common  stock.  Subsequent to September 30, 1999;
     70,000 shares of the  Company's  common stock was issued for the balance of
     the debt including accrued interest.

     The note payable of $25,000 plus accrued  interest matures on September 26,
     2000.

7.   Due to Affiliate

     The Company  receives  funding from a related company as working capital is
     needed.  The related  company is wholly owned by the Company's  controlling
     stockholder.

8.   Lease

     The Company is subleasing  office space which commenced on July 1, 1999 and
     expires  October  1,  2002.  The  Company  has the right to  terminate  the
     sublease  with a 210 day  notice  to the  tenant  who is the  lessor of the
     premises.  Rent  expense for the nine months ended  September  30, 1999 was
     $10,418.

     Minimum  required  future rental  payments under this lease as of September
     30, 1999, are:

                           1999             $   10,417
                           2000                 42,365
                           2001                 46,068
                           2002                 39,355
                                            ----------
                                            $  138,205
                                            ==========




                                       -7-

<PAGE>

<TABLE>

<CAPTION>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           SEPTEMBER 30, 1999 AND 1998

9.  Income Taxes

       The total deferred tax assets are as follows:

                                  Net Operating Loss Carryforwards     Applicable Tax Rate
                                 ---------------------------------     -------------------
                                                                                               Valuation       Amount Per
                                 Federal       State        Total      Federal      State      Allowance      Balance Sheet
                                 -------      -------      -------     -------     -------     ---------      -------------
<S>                              <C>          <C>          <C>         <C>         <C>         <C>            <C>

Deferred tax assets at
 December 31, 1997               600,830       93,008      693,838                              (693,838)                 -

Changes for the year
 ended December 31, 1998         150,371       23,277      173,648       34%        5.0%        (173,648)                 -
                                 -------      -------      -------     -------     -------     ---------      -------------
Deferred tax assets at
 December 31, 1998               751,201      116,285      867,486                              (867,486)                 -

Changes for the nine
 months ended
 September 30, 1999              103,344       15,998      119,342       34%        5.0%        (119,342)                 -
                                 -------      -------      -------     -------     -------     ---------      -------------
Deferred tax assets at
 September 30, 1999             $854,545     $132,283     $986,828                            $ (986,828)    $            -
                                 =======      =======      =======                             =========      =============

</TABLE>


     At September 30, 1999, the Company has net operating loss  carryforwards of
     $2,645,653. These losses will begin expiring in 2002.

     A valuation  allowance has been provided against the deferred tax assets at
     September  30, 1999 and 1998,  since it is likely that the Company will not
     realize the benefits of the deferred tax assets.




                                       -8-


<PAGE>


             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           SEPTEMBER 30, 1999 AND 1998


10.  Loss Per Share

     The following  tables sets forth the  computation of basic and diluted loss
     per share as of September 30:

                                                      1999              1998
                                                   ----------        ----------
     Numerator:
       Numerator for basic
        and diluted income
        per share-net loss                        $(  319,952)      $(  423,076)
                                                   ==========        ==========
     Denominator:
       Denominator of basic
        income per share-
        weighted average
        common shares                              17,834,052        19,025,718

      Effect of dilutive
        securities:
      Stock options based
         on the treasury stock
          method using average
          market price                              2,857,143         1,904,762
                                                   ----------        ----------
     Denominator of diluted
        loss per share                             20,691,195        20,930,480
                                                   ==========        ==========

     Basic loss per share                         $(    0.018)      $(    0.022)
                                                   ==========        ==========
     Diluted loss per share                       $(    0.015)      $(    0.020)
                                                   ==========        ==========

11.  Common Stock Transactions

     During 1998, the Company issued 9,450,000 shares of restricted common stock
     for the  repayment  of accrued  expenses in the amount of  $472,500.  These
     accrued  expenses  related to services  performed  by  stockholders  of the
     Company  for  the  reorganization  and  reactivation  of the  Company.  The
     services were valued at fair market value based upon either the open market
     closing  price or a board of directors  designation  as of the date of each
     respective transaction.

     In May 1998, the Company issued 20,000,000 shares of convertible  preferred
     stock in connection with the business  combination  transaction  whereby it
     sought  to  acquire  100% of the  issued  and  outstanding  stock of BioCam
     Company,  Inc. (BioCam), a Florida  corporation.  In July 1998, the Company
     converted the preferred stock for 4,200,000 shares of its restricted common
     stock. In July 1999, this  transaction was terminated due to the failure of
     BioCam's  shareholders  to  perform  their  contractual  obligations.   The
     4,200,000 shares of common stock were subsequently cancelled in 1999.



                                       -9-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           SEPTEMBER 30, 1999 AND 1998

11.  Common Stock Transactions (Continued)

     The Company issued 50,000 and 100,000 shares of its restricted common stock
     in  1999  and  1998,  respectively,   to  individuals  as  compensation  in
     connection with its reorganization  and reactivation of the Company.  These
     transactions were valued at $10,000 and $5,000, respectively, which was the
     fair market  value based upon  either the open  market  closing  price or a
     board  of  directors  designation  as of  the  date  of  each  individual's
     involvement with the Company.

     The Company authorized shares of unregistered common stock is, as follows:

         700,000 shares issued at $.50 per share on January 8, 1999

         250,000 shares issued at $.40 per share on January 8, 1999

         250,000 shares issued at $1.00 per share on September 17, 1998

         1,000,000 shares issued at $.10 per share on March 3, 1998

     The Company's legal counsel issued an opinion stating that the above shares
     are exempt from  registration  under Section 3(b) of the  Securities Act of
     1993 and 504 of Regulation D.

13.  Other Related Party Transactions

     The Company  retains the services of a marketing  company  whose  principal
     owner is a controlling shareholder of the Company. During 1999, payments of
     $20,000 were made to this related company.

     During  1997 and 1998 and  prior to July 1, 1999 the  Company's  operations
     were based at the  offices  of a  shareholder.  Payments  were made to this
     shareholder for rent,  administrative  and miscellaneous  services.  During
     1998,   50,000  shares  were  issued  to  and  $53,800  was  paid  to  this
     shareholder.  For the nine months ended September 30, 1999, payments in the
     aggregate of $60,387 were made to this shareholder.

     On March 10,  1998,  the Company  granted an option to purchase  10,000,000
     shares of its common stock to the controlling  shareholder at a price of at
     $.05 per share.  The option is exercisable  any time after June 1, 2000 and
     will expire on March 9, 2003.

     On March 10,  1998 the  Company  granted  an option to  purchase  2,000,000
     shares of its common stock to a  shareholder  at a price of $.05 per share.
     The option is  exercisable  any time after June 1, 2000 and will  expire on
     March 9, 2003.

     On March 10,  1998,  the Company  granted an option to  purchase  8,000,000
     shares of its common  stock to a  consultant  of the  Company at a price of
     $.05 per share.  The option is exercisable  any time after June 1, 2000 and
     will expire on March 9, 2003.



                                      -10-

<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           SEPTEMBER 30, 1999 AND 1998

14.  Cash Flow Information

     During 1998, the Company issued  restricted shares of its common stock as a
     repayment of accrued expenses in the amount of $472,500.

     See Note 11 for further information on the above noted transactions.

15.  Going Concern

     As shown in the accompanying financial statements, the Company incurred net
     losses of $319,952 and $423,076  during the nine months ended September 30,
     1999 and 1998, respectively. The Company's current liabilities exceeded its
     current  assets by $132,112 and  $206,326 at  September  30, 1999 and 1998,
     respectively.  The ability of the Company to continue as a going concern is
     dependent on the development and marketing of products to be offered by its
     subsidiary.  In September 1999, the Company contracted a software developer
     to design and develop the software.  The Company anticipates the completion
     of the  software  by the  end of  1999  and  expects  to  begin  generating
     significant  revenues by April,  2000.  The expected  costs to complete the
     software,   purchase  of  hardware  and  marketing  will  be  approximately
     $500,000. These costs will be funded by the issuance of its common stock in
     the amount of $500,000  under a  subscription  agreement  dated November 9,
     1999. Of the subscribed amount,  $83,000 was collected to date. The Company
     feels that the amount  from the  offering  will be  sufficient  to fund the
     completion of the project.  The Company will offer additional shares of its
     common stock to raise capital on an as needed basis.




                                      -11-





Exhibit (3)
Articles of Amendment

Filed with the Colorado Secretary
of State, February, 1998

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION

Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

FIRST: The name of the corporation is CELESTA CORPORATION.

SECOND: The following  amendment to the Articles of Incorporation was adopted on
December 5th, 1997, as prescribed by the Colorado  Business  Corporation Act, in
the manner marked with an "X" below:

    No shares have been issued or Directors elected-Action by incorporators
- ---

 X  No shares have been issued but Directors Elected-Action by Directors
- ---

    Such  amendment was adopted by the board of directors where shares have been
- --- issued and shareholder action was not required.


    Such  amendment was  adopted  by a vote of the  shareholders.  The number of
- --- shares voted for the amendment was sufficient for approval.

THIRD: If changing corporate name, the new name of the corporation is INNOVATIVE
HOLDINGS & TECHNOLOGIES, INC.

FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:


If these amendments are to have a delayed effective date, please list that date:
                (Not to exceed ninety (90) days from the date of filing.
- ----------------

Signature           /s/ Helmuth Wyzisk
          ---------------------------------------
Title     Celesta Corporation/President, Director






<PAGE>



File with the Colorado Secretary
of State on ___________

                                  AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                   INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC.

         The undersigned,  being a director of Celesta  Corporation,  Inc., does
hereby the Articles of Incorporation of the Company as follows:

                                    Article I
                                      Name
         The  name  of  this  Corporation  shall  be  Innovative   Holdings  and
Technologies, Inc.


                                   Article II
                                  Capital Stock

         Article is hereby amended as follows:

         The  corporation  is  authorized  to issue an aggregate of  500,000,000
shares  of  which  450,000,000  will be  $0.0001  par  value  common  stock  and
50,000,000  shares will be $0.001 par value  preferred  stock.  The common stock
will have voting rights of one vote per share.  The board of directors may issue
preferred  stock from time to time in one or more  series,  to have such  voting
rights,  preference  in  dividends  and in  liquidation  and such other  rights,
preferences  and  conditions  as the  board of  directors  may  designate  by an
amendment to these  articles of  incorporation  by action duly  adopted  without
shareholder  action and shareholder  action shall not be required therefor fully
paid  stock of this  Corporation  shall  not be liable  to any  further  call or
assessment.

I hereby certify that a majority vote of the  shareholders  and directors of the
Corporation  adopted the  following  on February 20, 1998 and that the number of
votes cast was sufficient for approval.

IN WITNESS WHEREOF, I have hereunto subscribed to and executed this Amendment to
Articles of Incorporation this 27th day of February, 1998.


/s/ Helmuth Wyzisk
- -----------------------------
By: Helmuth Wyzisk, Director





<PAGE>



Exhibit (3)
Articles of Amendment

File with the Colorado Secretary
of State on October 19, 1999

                                  AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                   INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC.

The undersigned, being a director of Innovative Holdings and Technologies, Inc.,
      a Colorado corporation, does hereby the Articles of Incorporation of
              Innovative Holdings and Technologies, Inc as follows:

                                   Article II
                                  Capital Stock

         Article is hereby amended as follows:

         The  corporation  is  authorized  to issue an aggregate of  500,000,000
shares  of  which  450,000,000  will be  $0.0001  par  value  common  stock  and
50,000,000  shares will be $0.001 par value  preferred  stock.  The common stock
will have voting rights of one vote per share.  The board of directors may issue
preferred  stock from time to time in one or more  series,  to have such  voting
rights,  preference  in  dividends  and in  liquidation  and such other  rights,
preferences  and  conditions  as the  board of  directors  may  designate  by an
amendment to these  articles of  incorporation  by action duly  adopted  without
shareholder action.
         The  corporation  is  authorized  to issue Two  Hundred  Fifty-Thousand
(250,000) 1999 Series "A"  Convertible  Preferred  Shares,  par value $0.001 per
share. Series A shares will entitle the holder to one vote per share. The shares
are  convertible  into common  shares at the option of the holder,  one share of
preferred  stock for one share of common stock.  The conversion rate will not be
affected by any reverse stock splits.

         This  amendment was duly adopted this 18th day of October,  1999 by the
corporation's board of directors. No shareholder action was required.

Dated this 18th day of October, 1999.

INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC.



/s/ Helmuth Wyzisk
- -----------------------------
By: Helmuth Wyzisk
Title: Director and President






Exhibit (3)
ByLaws of Celesta Corporation


                                    ARTICLE I
                                     OFFICES

         1.1  Business Office.  The principal office and place  of  business  of
the  corporation  in the State of  Colorado  shall be at 4428 So.  Argonne  Way,
Aurora,  Colorado 80015. Other offices and places of business may be established
from time to time by  resolution of the Board of Directors or as the business of
the corporation may require.

         1.2  Registered  Office.  The  registered  office  of the  corporation,
required  by the  Colorado  Corporation  Code to be  maintained  in the State of
Colorado,  may be, but need not be,  identical with the principal  office in the
State of Colorado,  and the address of the registered office may be changed from
time to time by the Board of Directors.


                                   ARTICLE II
                           SHARES AND TRANSFER THEREOF

         2.1  Regulation.  The  Board of  Directors  may  make  such  rules  and
regulations as it may deem  appropriate  concerning  the issuance,  transfer and
registration  of  certificates  for  shares of the  corporation,  including  the
appointment of transfer agents and registrars.

         2.2  Certificates for Shares.  Certificates  representing shares of the
corporation shall be respectively numbered serially for each class of shares, or
series thereof,  as they are issued,  shall be impressed with the corporate seal
or a facsimile thereof,  and shall be signed by the Chairman or Vice Chairman of
the  Board of  Directors  or by the  President  or a  Vice-President  and by the
Treasurer  or  an  Assistant  Treasurer  or by  the  Secretary  or an  Assistant
Secretary;  provided that any or all of the  signatures may be facsimiles if the
certificate is  countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or its employee.  Each certificate shall state
the name of the  corporation,  the fact that the  corporation  is  organized  or
incorporated under that laws of the State of Colorado, the name of the person to
whom issued,  the date of issue, the class (or series of any class),  the number
of shares  represented  thereby or a statement  that such shares are without par
value.   A  statement   of  the   designations,   preferences,   qualifications,
limitations,  restrictions  and special or relative rights of the shares of each
class  shall  be set  forth  in full or  summarized  on the  face or back of the
certificates  which  the  corporation  shall  issue,  or in  lieu  thereof,  the
certificate  may set forth that such a statement or summary will be furnished to
any shareholder upon request without charge. Each certificate shall be otherwise
in such form as may be prescribed by the Board of Directors and as shall conform
to the rules of any  stock  exchange  on which the  shares  may be  listed.  The
corporation  shall not issue  certificates  representing  fractional  shares and
shall not be obligated to make any transfer creating a fractional  interest in a
share of stock.  The corporation may, but shall not be obligated to, issue scrip
in lieu of any  fractional  shares,  such  scrip to have  terms  and  conditions
specified by the Board of Directors.

         2.3  Cancellation of Certificates.  All certificates surrendered to the
corporation  for  transfer  shall be canceled and no new  certificates  shall be
issued in lieu thereof until the former  certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen or destroyed certificates.



<PAGE>



         2.4  Lost.  Stolen or Destroyed Certificates.  Any shareholder claiming
that his  certificate  for  shares  is lost,  stolen  or  destroyed  may make an
affidavit or  affirmation  of the fact and lodge the same with the  Secretary of
the  corporation,  accompanied by a signed  application  for a new  certificate.
Thereupon,  and upon the  giving  of a  satisfactory  bond of  indemnity  to the
corporation  not  exceeding  an  amount  double  the  value  of  the  shares  as
represented  by such  certificate  (the  necessity  for such bond and the amount
required to be determined by the President and Treasurer of the corporation),  a
new  certificate  may be issued  of the same  tenor  and  representing  the same
number,  class  and  series of shares  as were  represented  by the  certificate
alleged t.3 be lost, stolen or destroyed.

         2.5  Transfer  of  Shares.  Subject  to the  terms  of any  shareholder
agreement  relating  to the  transfer of shares or other  transfer  restrictions
contained in the Articles of Incorporation or authorized therein,  shares of the
corporation shall be transferable on the books of the corporation by t.~e holder
thereof in person or by his duly  authorized  attorney,  upon the  surrender and
cancellation of a certificate or certificates for a like number of shares.  Upon
presentation  and surrender of a certificate  for shares  properly  endorsed and
payment  of all  taxes  therefor,  the  transferee  shall be  entitled  to a new
certificate  or  certificate  in lieu  thereof.  As against the  corporation,  a
transfer of shares can be made only on the books 3f the  corporation  and in the
manner herein above provided, and the corporation shall be entitled to treat the
holder of record  of any  share as the owner  thereof  and shall not be found to
recognize any equitable or other claim to or interest in such shares on the part
of any other  person,  whether  or not it shall  have  express  or other  notice
thereof, save as expressly provided by the statutes of the State of Colorado.

         2.6  Transfer  Agent.  Unless  otherwise  specified  by  the  Board  of
Directors by resolution,  the Secretary of the corporation shall act as transfer
agent of the  certificates  representing the shares of stock of the corporation.
He shall  maintain a stock  transfer  book,  the stubs in which  shall set forth
among other things,  the names and addresses of the holders of all issued shares
of the corporation,  the number of shares held by each, the certificate  numbers
representing  such shares,  the date of issue of the  certificates  representing
such shares,  and whether or not such shares  originate  from original  issue or
from  transfer.  Subject  to  Section  3.7,  the  names  and  addresses  of  the
shareholders  as they  appear on the stubs of the stock  transfer  book shall be
conclusive  evidence  as to who  are  the  shareholders  of  record  and as such
entitled  to  receive  notice of the  meeting of  shareholders;  to vote at such
meetings;  to examine the hit of the shareholders  entitled to vote at meetings;
to receive  dividends;  and to own,  enjoy and  exercise  any other  property or
rights deriving from such shares against the corporation. Each shareholder shall
be responsible  for notifying the Secretary in writing of any change in his name
or address and failure so to do will  relieve the  corporation,  its  directors,
officers  and agents,  from  liability  for  failure to direct  notices or other
documents,  or pay over or transfer  dividends or other property or rights, to a
name or address  other than the name and  address  appearing  on the stub of the
stock transfer book.

         2.7  Close of Transfer Book and Record.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment  thereof, or entitled to receive payment of any dividend,  or in
order to make a determination of shareholders for any other proper purpose,  the
Board of Directors may provide that the stock transfer books shall be closed for
a stated  period,  but not to  exceed,  in any case,  fifty  days.  If the stock
transfer  books  shall be closed  for the  purpose of  determining  shareholders
entitled to notice of, or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately  preceding such meeting.  In lieu of
closing the stock  transfer  books,  the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any  came  to be not  more  than  fifty  days  and,  in  case  of a  meeting  of
shareholders,  not less than ten days prior to the date on which the  particular
action requiring such determination of shareholders  entit1ed to notice of or to
vote at a meeting of shareholders,  or shareholders  entitled to receive payment
of a dividend,  the date on which notice of the meeting is mailed or the date on
which the  resolution  of the Board of  Directors  declaring  such  dividend  is
adopted,  as the case may be, shall be the record date for such determination of
shareholders.  When a  determination  of  shareholders  entitled  to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  section,  such
determination shall apply to any adjournment thereof.

<PAGE>

                                   ARTICLE III
                        SHAREHOLDERS AND MEETINGS THEREOF

         3.1  Shareholders of Record.  Only shareholders of record on the  books
of the corporation shall be entitled to be treated by the corporation as holders
in fact of the shares standing in their  respective  names,  and the corporation
shall not be bound to recognize any equitable or other claim to, or interest in,
any shares on the part of any other person, firm or corporation,  whether or not
it shall have express or other notice thereof,  except as expressly  provided by
the laws of Colorado.

         3.2  Meetings.  Meetings of shareholders shall be held at the principal
office of the corporation, or at such other place as specified from time to time
by the Board of  Directors.  If the Board of  Directors  shall  specify  another
location  such change in location  shall be recorded on the notice  calling such
meeting.

         3.3  Annual  Meeting.   The  annual  meeting  of  shareholders  of  the
corporation for the election of directors, and for the transaction of such other
business as may properly come before the meeting,  shall be held at such time as
may be determined by the Board of Directors by  resolution in  conformance  with
Colorado  law.  If the  election  of  Directors  shall  not be  field on the day
designated  herein for any  annual  meeting  of the  shareholders,  the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders as soon thereafter as may be convenient.

         3.4  Special  Meetings.  Special  meetings  of  shareholders,  for  any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called by
the President,  the Board of Director, the holders of not less than one-tenth of
all the  shares  entitled  to vote  at the  meeting,  or  legal  counsel  of the
corporation as last designated by resolution of the Board of Directors.

         3.5  Notice.  Written  notice  stating  the place,  day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered unless otherwise prescribed by statute not
less than ten days nor more than  fifty  days  before  the date of the  meeting,
either  personally  or by mail,  by or at the  direction of the  President,  the
Secretary,  or the officer or person calling the meeting to each  shareholder of
record  entitled to vote at such meeting except that, if the  authorized  shares
are to be increased, at least thirty days notice shall be given, and if the sale
of all or  substantially  all of the corporation  assets is to be voted upon, at
least twenty days notice shall be given. Any shareholder may waive notice of any
meeting.  Notice to shareholders of record, if mailed,  shall be deemed given as
to any  shareholder  of  record,  when  deposited  in the  United  States  mail,
addressed to the  shareholder at his address as it appears on the stock transfer
books of the corporation,  with postage thereon prepaid, but if three successive
letters  mailed to the  last-known  address  of any  shareholder  of record  are
returned  as  undeliverable,  no further  notices to such  shareholder  shall be
necessary,  until  another  address  for such  shareholder  is made known to the
corporation.

<PAGE>

         3.6  Meeting of All Shareholders.  If  all  of  the  shareholders shall
meet at any time and place, either within or without the State of Colorado,  and
consent to the holding of a meeting at such time and place,  such meeting  shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

         3.7  Voting Record.  The  officer or agent  having  charge of the stock
transfer  books for  shares of the  corporation  shall  make,  at least ten days
before  such  meeting of  shareholders,  a complete  record of the  shareholders
entitled to vote at each meeting of  shareholders  or any  adjournment  thereof,
arranged in alphabetical  order,  with the address and the number of shares held
by each.  The record,  for a period of ten days prior to such meeting,  shall be
kept on file at the  principal  office  of the  corporation,  whether  within or
without  the  State of  Colorado,  and shall be  subject  to  inspection  by any
shareholder  for any purpose  germane to the  meeting at any time  during  usual
business  hours.  Such record  shall be  produced  and kept open at the time and
place of the meeting and shall be subject to the  inspection of any  shareholder
for any purpose  germane to the meeting during the whole time of the meeting for
the purposed thereof. The original stock transfer books shall be the prima facie
evidence  as to who are the  shareholders  entitled  to  examine  the  record or
transfer books or to vote at any meeting of shareholders.

         3.8  Quorum.  A majority of the  outstanding shares of the  corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at any meeting of shareholders.  In the absence of a quorum at any such meeting,
a majority of the shares so  represented  may  adjourn the meeting  from time to
time for a prior  not to exceed  sixty  days  without  further  notice.  At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed.  The shareholders  present at a duly organized  meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

         3.9  Manner of Acting.  If a quorum is present, the affirmative vote of
the  majority of the shares  represented  at the meeting and entitled to vote on
the subject matter shall be the act of the  shareholders.  When, with respect to
any action to be taken by shareholders of this Corporation, the laws of Colorado
require the vote or concurrence of the holders of two-thirds of the  outstanding
shares, of the shares entitled to vote thereon,  or of any class or series, such
action may be taken by the vote or  concurrence  of a majority of such shares or
class or series thereof.

         3.10  Proxies.  At all meetings of shareholders a shareholder may  vote
in person or by proxy  executed  in  writing by the  shareholder  or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

         3.11  Voting of Shares.  Unless otherwise provided by these  Bylaws  or
the Articles of Incorporation,  each outstanding share entitled to vote shall be
entitled  to one vote  upon each  matter  submitted  to a vote at a  meeting  of
shareholders,  and each  fractional  share shall be entitled to a  corresponding
fractional vote on each such matter. Cumulative voting shall not be allowed.

<PAGE>

         3.12  Voting of Shares by Certain Holders.  Shares standing in the name
of  another  corporation  may be  voted by such  officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the Board of  Directors  of such  other  corporation  may  determine.  Shares
standing  in the  name of a  deceased  person,  a minor  ward or an  incompetent
person, may be voted by his administrator, executor, court appointed guardian or
conservator, either in person or by proxy without a transfer of such shares into
the  name  of  such  administrator,   executor,   court  appointed  guardian  or
conservator.  Shares standing in the name of a trustee shall be entitled to vote
shares  held by him  without a transfer  of such  shares  into his name.  Shares
standing  in the name of a receiver  may be voted by such  receiver,  and shares
held by or under the control of a receiver may be voted by such receiver without
the  transfer  thereof  into his name if  authority  so to do be contained in an
appropriate order of the court by which such receiver was appointed.

         A  shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter  the pledgee  shall be  entitled  to vote the shares so  transferred.
Neither shares of its own stock belonging to the corporation,  nor shares of its
own stock held by it in a fiduciary  capacity,  nor shares of its own stock held
by  another  corporation  if the  majority  of shares  entitled  to vote for the
election of directors of such  corporation  is held by this  corporation  may be
voted,  directly  or  indirectly,  at any  meeting  and shall not be  counted in
determining the total number of outstanding shares at any given time. Redeemable
shares  which have been called for  redemption  shall not be entitled to vote on
any matter and shall not be deemed  outstanding  shares on and after the date on
which written  notice of redemption  has been mailed to  shareholders  and a sum
sufficient to redeem such shares has been deposited with a bank or trust company
with  irrevocable  instruction and authority to pay the redemption  price to the
holders of the shares upon surrender of certificates therefor.

         3.13  Informal   Action  by  Shareholders.  Any   action   required  or
permitted to be taken at a meeting of the  shareholders  may be taken  without a
meeting if a consent in writing, setting forth the action taken, shall be signed
by all of the  shareholders  entitled to vote with respect to the subject matter
thereof.

         3.14  Voting by Ballot.  Voting on any question or in any election  may
be by voice vote unless the  presiding  officer  shall order or any  shareholder
shall demand that voting be by ballot.

         3.15  Cumulative Voting.  No shareholder shall be permitted to cumulate
his votes by giving one candidate as many votes as the number of such  directors
multiplied  by the number of his shares shall  equal,  or by  distributing  such
votes on the same principle among any number of candidates.


                                   ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

         4.1  BOARD OF  DIRECTORS.  The business and affairs of the  corporation
shall be managed by a board of not less than  three (3)  directors  no more than
seven (7) directors  except that there shall be only as many  directors as there
are shareholders in the event the outstanding shares are held of record by fewer
than three  shareholders.  Directors need not be shareholders of the corporation
or residents of the State of Colorado and shall be elected at the annual meeting
of shareholders or some adjournment  thereof.  Directors shall hold office until
the next succeeding  annual meeting of shareholders  and until their  successors
shall have beers elected and shall qualify.

         4.2  Regular  Meetings.  A  regular,  annual  meeting  of the  Board of
Directors shall be held at the same place as, and immediately  after, the annual
meeting  of  shareholders,  and  no  notice  shall  be  required  in  connection
therewith. The annual meeting of the Board of Directors shall be for the purpose
of electing  officers  and the  transaction  of such other  business as may come
before the meeting. The Board of Directors may provide, by resolution,  the time
and place,  either  within or without the State of Colorado,  for the holding of
additional regular meetings without other notice than such resolution.

<PAGE>

         4.3  Special Meetings.  Special meetings of the Board of Directors  may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place,  either  within or  without  the State of  Colorado,  as the place of
holding any special meeting of the Board of Directors called by them.

         4.4  Notice.  Written notice of any special  meeting of directors shall
be given as follows:

         (a) By  mail  to  each director at his business address at least  three
days  prior to the  meeting; or

         (b) By personal  delivery or telegram at least  twenty-four hours prior
to the meeting to the business  address of each  director,  or in the event such
notice is given on a Saturday,  Sunday or holiday,  to the residence  address of
each  director.  If mailed,  such notice  shall be deemed to be  delivered  when
deposited in the United States mail, so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the  telegram is  delivered  to the  telegraph  company.  Any director may waive
notice of any  meeting.  The  attendance  of a  director  at any  meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at, nor the purpose  of, any  regular or special  meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting.

         4.5  Participation  by  Electronic  Means.  Except as may be  otherwise
provided by the  Articles of  Incorporation  or Bylaws,  members of the Board of
Directors or any committee designated by such Board may participate in a meeting
of  the  Board  or  committee  by  means  of  conference  telephone  or  similar
communications  equipment by which all persons  participating in the meeting can
hear each other at the same time. Such participation  shall constitute  presence
in person at the meeting.

         4.6  Quorum and Manner of Acting.  A quorum  at  all  meetings  of  the
Board of Directors  shall consist of a majority of the number of directors  then
holding  office,  but a smaller  number may  adjourn  from time to time  without
further  notice,  until a quorum  is  secured.  The act of the  majority  of the
directors  present at a meeting at which a quorum is present shall be the act of
the Board of  Directors,  unless the act of a greater  number is required by the
Articles of Incorporation or these Bylaws.

         4.7  Organization.  The Board of  Directors  shall  elect a chairman to
preside at each meeting of the Board of Directors.  The Board of Directors shall
elect a Secretary to record the discussions and resolutions of each meeting.

         4.8  Presumption  of  Assent.  A  director  of  the  corporation who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent  shall be entered in the  minutes of the meeting of unless he shall
file his written  dissent to such action with the person acting as the Secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail to the  Secretary  of the  corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.



<PAGE>



         4.9  Informal Action By Directors.  Any action required or permitted to
be taken by the Board of Directors,  or a committee thereof,  at the meeting may
be taken without a meeting if a consent in writing,  setting forth the action so
taken,  shall  be  signed  by all the  directors  or all the  committee  members
entitled to vote with respect to the subject matter thereof.

         4.10  Vacancies.  Any vacancy occurring in the Board of  Directors  may
be filled by the  affirmative  vote of a  majority  of the  remaining  directors
though less than a quorum of the Board of Directors.  A director elected to fill
a vacancy shall be elected for the unexpired term of his  predecessor in office,
and shall  hold  such  office  until his  successor  is duly  elected  and shall
qualify. Any directorship to be filled by reason if an increase in the number of
directors to be filled by reason of an increase in the number of directors shall
be filled by the affirmative  vote of a majority of the directors then in office
or by an election at an annual  meeting,  or a special  meeting of  shareholders
called for that purpose.  A director chosen to fill a position resulting from an
increase  in the  number of  directors  shall  hold  office  only until the next
election of directors by the shareholders.

         4.11  Compensation.  By  resolution  of  the  Board  of  Directors  and
irrespective of any personal  interest of any of the members,  each director may
be paid his  expenses,  if any, of  attendance  at each  meeting of the Board of
Directors,  and may be paid a  stated  salary  as  director  or a fixed  sum for
attendance  at each meeting of the Board of  Directors or both.  No such payment
shall  preclude any director from serving the  corporation in any other capacity
and receiving compensation there for.

         4.12  Removal  of  Directors.  Any  director  or   directors   of   the
corporation  may be removed at any time,  with or without  cause,  in the manner
provided in the Colorado Corporation Code.

         4.13  Resignations.  A director of the corporation may  resign  at  any
time by giving written notice to the Board of Directors,  president or Secretary
of the corporation.  The resignation  shall take effect upon the date of receipt
of such notice, or at any later period of time specified therein. The acceptance
of such  resignation  shall not be  necessary to make it  effective,  unless the
resignation requires it to be effective as such.

         4.14  General Powers.  The  business  and  affairs  of  the corporation
shall be managed by the Board of Directors which may exercise all such powers of
the  corporation and do all such lawful acts and things as are not by statute or
by the Articles of  Incorporation  or by these Bylaws directed or required to be
exercised or done by the shareholders. The directors shall pass upon any and all
bills or claims of officers  for salaries or other  compensation  and, it deemed
advisable,  shall  contract  with  officers,  employees,  directors,  attorneys,
accountants, and other person to render services to the corporation.


                                    ARTICLE V
                                    OFFICERS

         5.1  Term and Compensation.  The elective  officers of the  corporation
shall consist of a least a President, a Secretary and a Treasurer,  each of whom
shall be  eighteen  years or older  and who  shall be  elected  by the  Board of
Directors at its annual  meeting.  Unless removed in accordance  with procedures
established  by law and these Bylaws,  the said  officers  shall serve until the
next  succeeding,  annual  meeting  of the Board of  Directors  and until  their
respective  successors are elected and shall qualify. Any number of offices, but
not more than two, may be held by the same person at the same time,  except that
one person may not  simultaneously  hold the offices of President and Secretary.
The Board may elect or  appoint  such  other  officers  and agent as it may deem
advisable, who shall hold office during the pleasure of the Board.

<PAGE>

         5.2  Powers.  The  officers  of  the  corporation  shall  exercise  and
perform the respective powers,  duties and functions as are stated below, and as
may be assigned to them by the Board of Directors.

         (a)  The  President  shall  be  the  chief  executive  officer  of  the
corporation  and shall,  subject to the control of the Board of Directors,  have
general  supervision,  direction and control of the business and officers of the
corporation.  He shall preside, when present, at all meeting of the shareholders
and of the Board of Directors  unless a different  chairman of such  meetings is
elected by the Board of Directors.

         (b) In the absence or disability of the president,  the  Vice-President
or  Vice--presidents,  if any,  in order of their  rank as fixed by the Board of
Directors,  and if not ranked, the  Vice--Presidents  in the order designated by
the Board of Directors,  shall perform all the duties of the President, and when
so acting  shall have all the powers of, and be subject to all the  restrictions
on the President.  Each Vice-President  shall have such other powers and perform
such other  duties as may from time to time be assigned to him by the  President
or the Board of Directors.

         (c) The Secretary  shall keep  accurate  minutes of all meetings of the
shareholders  and the Board of  Directors  unless a different  Secretary of such
meetings is elected by the Board of  Directors.  He shall  keep,  or cause to be
kept a record of the  shareholders  of the  corporation and shall be responsible
for the  giving  of  notice  of  meetings  of the  shareholders  or the Board of
Directors.  The  Secretary  shall be custodian of the records and of the seal of
the  corporation  and shall attest the  affixing of the seal of the  corporation
when so  authorized.  The  Secretary or Assistant  Secretary  may sign all stock
certificates,  as described in Section 2.2 hereof.  The Secretary  shall perform
all duties  commonly  incident  to his office and such other  duties as may from
time to time be assigned to him by the President or the Board of Directors.

         (d) An Assistant Secretary may, at the request of the Secretary,  or in
the absence of  disability  of the  Secretary,  perform all of the duties of the
Secretary.  He shall  perform such other duties as may be assigned to him by the
President or by the Secretary.

         (e) The  Treasurer,  subject  to the order of the  Board of  Directors,
shall  have the care and  custody  of the  money,  funds,  valuable  papers  and
documents of the  corporation.  He shall keep accurate  books of accounts of the
corporation's transactions,  which shall be the property of the corporation, and
shall render  financial  reports and statements of condition of the  corporation
when so requested by the Board of Directors or President.  The  Treasurer  shall
perform all duties commonly  incident to his office and such other duties as may
from time to time be assigned to him by the President or the Board of Directors.
In  the  absence  or  disability  of  the   President  and   Vice-President   or
Vice-Presidents, the Treasurer shall perform the duties of the President.

         (f) An Assistant Treasurer may, at the request of the Treasurer,  or in
the absence or  disability  of the  Treasurer,  perform all of the duties of the
Treasurer.  He shall  perform such other duties as may be assigned to him by the
President or by the Treasurer.

         5.3  Compensation.  All  officers  of  the   corporation   may  receive
salaries  or  other  compensation  if so  ordered  and  fixed  by the  Board  of
Directors.  The Board of  Directors  shall have  authority  to fix  salaries  in
advance for stated periods or render the same  retroactive as the Board may deem
advisable.

         5.4  Delegation of Duties.  In the event of absence or inability of any
of officer to act, the Board of  Directors  may delegate the powers or duties of
such officer to any other officer, director or person whom it may select.



<PAGE>

         5.5  Bonds.  If the Board of Directors by resolution  shall so require,
any officer or agent of the  corporation  shall give bond to the  corporation in
such amount and with such surety as the Board of Directors may deem  sufficient,
conditioned  upon the  faithful  performance  of  their  respective  duties  and
offices.

         5.6  Any officer or agent may be removed by the Board of  Directors  or
by the executive  committee,  if any, whenever in its judgment the best interest
of the  corporation  will be served  thereby,  but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.  Election or
appointment of an officer or agent shall not, of itself, create contract rights.


                                   ARTICLE VI
                                     FINANCE

         6.1  Reserve  Funds.  The  Board  of  Directors,  in  its  uncontrolled
discretion,  may set aside from time to time,  out of the net  profits or earned
surplus of the corporation,  such sum or sums as it deems expedient as a reserve
fund to meet  contingencies,  for  equalizing  dividends,  for  maintaining  any
property of the corporation, and for any other purpose.

         6.2  Banking.  The funds of the  corporation  sha1l be deposited in the
name of the  corporation  in such  bank or  banks  or  trust  company  or  trust
companies, as the Board of Directors shall designate,  and may be drawn out only
on checks signed in the name of the corporation by such person or persons as the
Board of Directors, by appropriate resolution,  may direct. Notes and commercial
paper,  when  authorized  by the  Board,  shall  be  signed  in the  name of the
corporation by such officer or officers or agent or agents as shall thereunto be
authorized from time to time.


                                   ARTICLE VII
                                    DIVIDENDS

         Subject to the provisions of the Articles of Incorporation and the laws
of the State of Colorado, the Board of Directors may declare dividends whenever,
and in such amounts,  as in the Board's  opinion the condition of the affairs of
the corporation shall render such advisable.


                                  ARTICLE VIII
                           CONTRACTS, LOANS AND CHECKS

         8.1  Execution of Contracts.  Except  as  otherwise provided by statute
or by these Bylaws, the Board of Directors may authorize any officer or agent of
the  corporation  to  enter  into any  contract,  or  execute  and  deliver  any
instrument in the name of, and on behalf the corporation.  Such authority may be
general or confined to specific instances and, unless so authorized, no officer,
agent or employee shall have any power to bind the  corporation for any purpose,
except as may be necessary to enable the  corporation to carry on its normal and
ordinary course of business.

         8.2  Loans.  No loans shall be contracted on behalf of the  corporation
and no  negotiable  paper shall be issued in its name unless  authorized  by the
Board of Directors. When so authorized,  any officer or agent of the corporation
may effect loans and advances it at any time for the corporation  from any bank,
trust company or  institution,  firm,  corporation  or  individual.  An agent so
authorized  may  make  and  deliver   promissory  notes  or  other  evidence  of
indebtedness  of the  corporation  and  may  mortgage,  pledge,  hypothecate  or
transfer any real or personal  property held by the  corporation as security for
the  payment  of  such  loans.  Such  authority,  in  the  Board  of  Directors'
discretion, may be general or confined to specific instances.


<PAGE>



         8.3  Checks.  Checks,  notes,  drafts  and  demands  for money or other
evidence of indebtedness  issued in the name of the corporation  shall be signed
by such person or persons as  designated  by the Board of  Directors  and in the
manner the Board of Directors prescribes.

         8.4  Deposits.  All  funds  of the corporation not  otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select.


                                   ARTICLE IX
                                   FISCAL YEAR

         The  fiscal  year of the  corporation  shall be the  ~~ear  adopted  by
resolution of the Board of Directors.


                                    ARTICLE X
                                 CORPORATE SEAL

         The Board of Directors  Shall  provide a corporate  seal which shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
4nd the state of incorporation and the words "CORPORATE SEAL".


                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be altered,  amended or repealed and new Bylaws may be
adopted by a majority  of the  Directors  present at any meeting of the Board of
Directors of the corporation at which a quorum is present.


                                   ARTICLE XII
                               EXECUTIVE COMMITTEE

         12.1  Appointment.  The Board of Directors by  resolution  adopted by a
majority  of the  full  Board,  may  designate  two or  more of its  members  to
constitute an executive  committee.  The  designation  of such committee and the
delegation  thereto of  authority  shall not  operate  to  relieve  the Board of
Directors, or any member thereof, of any responsibility imposed by law.

         12.2  Authority.  The executive committee, when the Board of  Directors
is not in session  shall have and may exercise all of the authority of the Board
of Directors except to the extent,  if any, that such authority shall be limited
by the resolution  appointing  the executive  committee and except also that the
executive  committee  shall not have the  authority of the Board of Directors in
reference to amending the Articles of  Incorporation,  adopting a plan of merger
or  consolidation,  recommending to the  shareholders  the sale,  lease or other
disposition  of all or  substantially  all of the  property  and  assets  of the
corporation  otherwise  than in the usual and  regular  course of its  business,
recommending to the shareholders a voluntary dissolution of the corporation or a
revocation thereof,  or amending the Bylaws of the corporation.  12.3 Tenure and
Qualifications.  Each member of the executive  committee shall hold office until
the next  regular  annual  meeting  of the  Board  of  Directors  following  his
designation.

         12.4  Meetings.  Regular  meetings  of  the executive  committee may be
held without  notice at such time and places as the executive  committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member  thereof upon not less than one days notice  stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the executive committee at his business address.  Any
member of the executive  committee may waive notice of any meeting and no notice
of any meeting  need be given to any member  thereof who attends in person.  The
notice of a  meeting  of the  executive  committee  need not state the  business
proposed to be transacted at the meeting.

<PAGE>

         12.5  Quorum.  A majority of the members  of  the  executive  committee
shall  constitute  a quorum  for the  transaction  of  business  at any  meeting
thereof,  and  action  of the  executive  committee  must be  authorized  by the
affirmative  vote of a majority of the  members  present at a meeting at which a
quorum is present.

         12.6  Informal  Action by Executive Committee.  Any action  required or
permitted  to be taken by the  executive  committee  at a  meeting  may be taken
without a meeting  if a consent  in  writing,  setting  for the action so taken,
shall be signed by all of the  members of the  committee  entitled  to vote with
respect to the subject matter thereof.

         12.7  Vacancies.  Any vacancy in the executive  committee may be filled
by a resolution adopted by a majority of the full Board of Directors.

         12.8  Resignations and Removal.  Any member of the executive  committee
may be  removed  at any time with or without  cause by  resolution  adopted by a
majority of the full Board of directors.  Any member of the executive  committee
may resign from the executive  committee at any time by giving written notice to
the President or Secretary of the corporation,  and unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

         12.9  Procedure.  The  executive  committee  sha1l  elect  a  presiding
officer from its members and may fix its own rules of procedure  which shall not
be  inconsistent  with  these  Bylaws.  It shall  keep  regular  minutes  of its
proceedings and report the same to the Board of directors for its information at
the meeting thereof held next after the proceedings shall have been taken.


                                  ARTICLE XIII
                                EMERGENCY BYLAWS

         The  Emergency  Bylaws  provided for in this Article shall be operative
during any emergency in the conduct of the business of the corporation resulting
from  an  attack  on the  United  States  or any  nuclear  or  atomic  disaster,
notwithstanding  any different provision in the preceding articles of the Bylaw;
or in the  Articles  of  Incorporation  of the  corporation  or in the  Colorado
Corporation  Code. To the extent not  inconsistent  with the  provisions of this
Article,  the Bylaws  provided in the preceding  articles shall remain in effect
during such emergency and upon its termination the Emergency  Bylaws shall cease
to be operative.

         During any such emergency:

          (a) A meeting of the Board of  Directors  may be called by any officer
or  director  of the  corporation.  Notice of the time and place of the  meeting
shall be given by the parson  calling the meeting to such of the directors as it
may be feasible to reach by any available  means of  communication.  Such notice
shall be given at such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meeting.

          (b) At any such  meeting  of the Board of  Directors,  a quorum  shall
consist of the number of directors in attendance at such meeting.

          (c)  The  Board  of  Directors,  either  before  or  during  any  such
emergency,  may,  effective in the  emergency,  change the  principal  office or
designate  several  alternative   principal  offices  or  regional  offices,  or
authorize the officers so to do.

<PAGE>

          (d)  The  Board  of  Directors,  either  before  or  during  any  such
emergency, may provide, and from time to time modify, lines of succession in the
event  that  during  such an  emergency  any or all  officers  or agent.  of the
corporation  shall for any reason be rendered  incapable  of  discharging  their
duties.

          (e) No officer,  director or employee  acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.

          (f) These  Emergency  Bylaws  shall be  subject to repeal or change by
further action of the Board et Directors or by action of the  shareholders,  but
ne such  repeal or change  shall  modify the  provisions  of the next  preceding
paragraph  with  regard  to  action  taken  prior to the time of such  repeal or
change.  Any  amendment  of these  Emergency  Bylaws  may make  any  further  or
different provision that may be practical and necessary for the circumstances of
the emergency.

                                   CERTIFICATE


         I hereby  certify that the  foregoing  Bylaws,  consisting of 29 pages,
including this page, constitute the Bylaws of Celesta Corporation adopted by the
Board of Directors of the corporation as of the 9th day of January, 1987.


                                                        /s/
                                                       ----------------------
                                                              Secretary


ATTEST:


 /s/  William A. Jones
- ----------------------
      William A. Jones
      President












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<NAME>                                Innovative Holdings and Technologies, Inc.
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THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
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