ENERGY LIBERTY UNLIMITED INC, SB-2, 1999-04-06

ENERGY LIBERTY UNLIMITED INC
SB-2, 1999-04-06

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<PAGE>

As filed with the Securities and Exchange Commission on March 16, 1999
REGISTRATION No.

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

Form SB-2
Registration Statement Under the Securities Act of 1933

ENERGY LIBERTY UNLIMITED, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
Florida 8712 59-3544104
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization Classification Code Number) Identification No.)
</TABLE>
Charles E. Harder, Chairman
P.O. Box U
White Springs, Florida 32096
904-303-2200
(Address and telephone of principal
executive offices and principal place of business)

Lawrence A. Lempert
1601 West Sligh Ave.
Tampa, Fl. 33604
813-935-2162 FAX 813-932-4221
(Name, address and telephone of agent for service)

Approximate Date of Proposed Sales to the Public: As soon as practicable
after the Registration Statement becomes effective.

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Amount Proposed Proposed
Title of Each Class of To be Maximum Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Registration Fee (1)
Per Unit Offering Price
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value. 3,000,000 $17.00 $51,000,000 $14,178.00
- ----------------------------------------------------------------------------------------------------------

==========================================================================================================
</TABLE>
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

Subject To Completion, Dated (March 16, 1999)

ENERGY LIBERTY UNLIMITED, INC.

3,000,000 Common Shares (maximum) at $17.00 for $51,000,000

Energy Liberty Unlimited, Inc., a Florida corporation, (the "Company") offers
single family residential plans and related equipment whereby the Company's
customers can construct and equip a home which operates without dependence on
commercially available utilities including electricity and water. The Company is
a development stage company with no operating history and no revenues.

To buy the stock, read the Prospectus and mail or wire your funds as described
in the enclosed Subscription Agreement.

- --------------------------------------------------------------------------------
PRICING TABLE PRICE SALES PROCEEDS TO
TO PUBLIC (1) COMMISSION (2) COMPANY(3)
- --------------------------------------------------------------------------------
PER SHARE .................... $ 17.00 $ 1.70 $ 15.30

MINIMUM PURCHASE 100 SHARES .. $1700.00 $ 170.00 $1530.00

TOTAL MAXIMUM ................ $51,000,000 $ 5,100,000 $45,900,000

1. The offering price was determined in the Company's discretion.
2. The Company's officers and directors are selling the shares without
compensation. However, this column reflects the fact that the Company may engage
one or more licensed broker dealers as selling agents for agreed upon
commissions not to exceed ten percent (10%), who may allot a portion thereof to
other licensed broker dealers assisting in the sales. The Company and broker
dealers will mutually indemnify and defend each other for claims attributable to
the indemnifying party. Persons selling or assisting in sales may be deemed to
be underwriters under securities laws. No broker dealers or other terms of
selling have been determined. 3. Before deducting offering expenses payable by
the Company estimated to total $255,000 in the case of the Maximum Offering (.5%
of gross proceeds). (See "Use of Proceeds", herein.) The proceeds from the sale
of shares will be transmitted by noon of the business day following receipt, to
the Company's bank account.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY, NOR HAVE THEY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

These securities are being sold on a best efforts, no minimum amount basis. The
offering will expire nine months after the effective date of the registration
statement for the securities, if not updated by amendment or terminated sooner.
A current prospectus will be available so long as the offering is continued. The
shares are offered subject to prior sale, and the Company reserves the right to
reject subscriptions in whole or in part, or to accept them in any order. The
Company will send by U.S. mail to subscribers within thirty (30) days, signed
copies of their Subscription Agreement and Common Stock certificates. The
Company intends to qualify the securities in every state of the U.S. in which
sales are solicited or made.

3
<PAGE>

IMPORTANT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND
INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS" HEREIN FOR CERTAIN SUBSTANTIAL
RISKS TO INVESTORS.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED.

THE COMPANY IS A DEVELOPMENT STAGE COMPANY.

THIS OFFERING IS INTENDED TO BE QUALIFIED (AS PROVIDED IN PUBLIC LAW
104-290) FOR OFFERING IN ALL STATES OF THE UNITED STATES IN WHICH SALES ARE
SOLICITED OR MADE.

4
<PAGE>

- --------------------------------------------------------------------------------
SUMMARY
- --------------------------------------------------------------------------------

The following summary information is qualified in its entirety by the
detailed information and financial statements appearing elsewhere herein. See
"Risk Factors" for a discussion of certain factors that should be considered in
connection with an investment in the stock. THE COMPANY IS A DEVELOPMENT STAGE
COMPANY WITH NO OPERATING HISTORY AND NO REVENUES.

ENERGY INDEPENDENT RESIDENTIAL DESIGNS

Limited operations have begun in White Springs, Florida where the
Company has use of a test and demonstration site for its residential designs and
equipment products. In April, 1999, sales commenced of an information package
consisting of a book and video. The package includes home design and equipment
information whereby the customer may build a residence which functions
independently of all public and private utilities. The Company's information
package serves to consolidate a diverse body of knowledge regarding the basic
function and expected cost of the essential elements of alternative power
systems. The customer is thereby enabled to efficiently become informed
regarding topics otherwise requiring extensive and time consuming independent
research. With the proceeds from this offering, the Company will promote its
sale of residential plans and related equipment information as well as obtain
for resale at competitive prices the related equipment manufactured by others.

SIGNIFICANT COST AND SECURITY ADVANTAGES

In the opinion of management, the Company's home designs have significant
economic, security and reliability advantages over traditionally equipped and
designed single family residences. In addition to energy efficient residential
designs, the ability to operate the residence without connection to any
electric, water, or other utility provides a security and reliability advantage
over traditional design whereby the home is typically totally dependent upon the
uninterrupted provision by others of electricity, water and other utilities. THE
COMPANY HAS INTEGRATED A NUMBER OF EXISTING TECHNOLOGIES TO CREATE ITS PRODUCT,
AND HAS ADDED PROPRIETARY CONTENT NECESSARY TO MAKE THE RESIDENCE FULLY
FUNCTIONAL AS WELL AS MORE COST EFFECTIVE AND SECURE.

THE COMPANY'S PEOPLE

Charles E. Harder: Board Chairman and CEO, is a founder of Energy
Liberty Unlimited, Inc. He started his career in radio broadcasting at age 14
and later worked at commercial radio stations in Chicago, Tampa, and New York.
He worked on-air for NBC Talknet and founded the Sun Radio Network and Peoples
Radio Network. Mr. Harder also has a background in franchising, retailing and
distribution as a result of his relationship with Freedom Satellite Systems of
Tampa, Florida which had owned or franchised 16 retail stores in the mid 1980's.
Mr. Harder has also hosted a national TV show and currently produces and hosts a
daily radio talk show which is on-the-air via satellite weekdays via the Talk
America Radio Network. Mr. Harder also spent much of his time in the study of
alternative and solar energy starting with the time period during which
President Carter began an initiative for the development and implementation of
alternative energy. Mr. Harder founded the non-profit Peoples Network in 1987
and is currently with PNI.

5
<PAGE>

Mark V. Warner: President and a Director, is a founder of Energy Liberty
Unlimited, Inc. From 1996 to 1998, Mr. Warner was Controller for the United
Broadcasting Network, and prior thereto was a financial consultant to small and
medium sized businesses. From 1984 to 1989 he was Vice President, Finance for
Mnemonics, Inc. a computer systems government contractor. Mr. Warner was a
Branch Chief with the National Aeronautics & Space Administration (NASA) at the
Kennedy Space Center from 1980 to 1984. From 1977 to 1980 he was Vice President,
Finance for the Rovac Corporation, a publicly held research and development
company. From 1967 to 1968, Mr. Warner was a financial analyst with the
Securities & Exchange Commission (SEC). On military leave from the SEC, Mr.
Warner served from 1968 to 1970 with the U.S. Army Finance Corps as a data
processing instructor, and returned to the SEC as a senior financial analyst
from 1970 through 1977. Mr. Warner received his B.S. in Business Administration
from the University of Florida, Gainesville, Florida and his MBA in Finance and
Investments from the George Washington University, Washington, D.C.

Daniel Donaldson: Director, is a founder of Energy Liberty Unlimited,
Inc., and is responsible for the construction and testing of the Company's solar
energy test facility. He served in the U.S. Army Corps of Engineers, and for the
last 25 years has worked in all phases of the construction industry from
residential to commercial. For 4 1/2 years he was the building construction
manager at the Telford Hotel in White Springs, Fl. of which two years were also
devoted to hosting the Helpful Handyman radio talk show. In 1988 Mr. Donaldson
established The Creative Carpenter interior trim and cabinet business and is
currently taking classes to acquire his state certified builders contractors
license.

Dianne A. Mayfield-Harder: Director, is a founder of Energy Liberty
Unlimited, Inc., Board member and Treasurer of the Company. Mrs. Mayfield-Harder
was educated in accounting and worked for years for the Tampa Sports Authority
which operates the Tampa Stadium in Florida. Mrs. Mayfield-Harder had several
duties including the accounting for three municipally owned golf courses. In
1987 she became comptroller for Sun Radio Network. In 1989 she was financial
manager for Peoples Network, Inc. (PNI), which grew from a garage in Cedar Key,
Florida to operating the historic three story 40 room Telford hotel which housed
the PNI broadcast center in White Springs, Florida. Her duties included
oversight of a 4.9 million dollar yearly budget and approximately 100 employees.
Dianne Mayfield-Harder is the wife of Charles Harder and they have been married
for 16 years.

Douglas O. Perreault: Director, is a founder of Energy Liberty
Unlimited, Inc. In April 1997, Mr. Perreault began serving as the chief
executive officer and the chief financial officer of American Community Oriented
Radio Network, Inc., a wholly-owned subsidiary of Peoples Network, Inc. From
April 1995 to April 1997, Mr. Perreault served as chief financial officer of
TRADEex Electronic Commerce Systems, Inc., a multi-national provider of commerce
management solutions software. From November 1987 to April of 1995, Mr.
Perreault was employed in the public practice of accounting. Mr. Perreault has
been a certified public accountant since October 1984 and has been a member of
both the American Institute of CPA's and the Florida Institute of CPA's for over
ten years. Mr. Perreault received his B.S. in Accounting from the State
University of New York, College of Arts and Science, Plattsburgh, and is
currently following the MBA program at the University of South Florida.

Noel Jacoby is a Board member and a Professor of Economics at Lake City
Community College, Lake City, Florida. He has taught for twenty five years and
also has had many other positions in the private sector in real estate,
insurance, production, publication and purchasing.

Darlene Stewart is a Board member and has completed college graphics and
art courses and has been in charge of start-up of several departments at PNI
including a national newspaper and hotel and dining operations. Subsequently she
worked for other firms including Super-Cuts haircutting system and located and
opened retail hair salons for Super-Cuts. Her skills are in graphics and
presentation of products and services for retailing and presentation to the
public. Darlene Stewart is the daughter of Dianne Mayfield-Harder.

6
<PAGE>

NOTE: THIS PROSPECTUS IS PART 1 OF AND OMITS CERTAIN INFORMATION CONTAINED IN
PART 2 OF THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH OMITTED INFORMATION INCLUDES, BUT IS NOT LIMITED TO THE
FOLLOWING: Charter and By-laws, consents of experts, opinion of legal counsel
re: legality. Such information is available on request, for which there may be
reasonable charges for copying.

RISK FACTORS
- --------------------------------------------------------------------------------
AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE REGARDED AS SPECULATIVE. AS A RESULT, THE PURCHASE OF SHARES SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING:

A. NO OPERATING HISTORY.

The Company is newly organized, and is dependent upon the proceeds of
this offering to implement its plan to market its plans and provide the
equipment plan purchasers may order. Sale of the Company's residential plans
commenced in April, 1999 and there can be no assurance that such will be
sufficient to generate the funds necessary for the Company's continued
operations. Accordingly, an investment in the Company's shares is highly
speculative and is only a suitable investment for an investor who recognizes the
high risks involved, has no need for liquidity in the investment, and who can
afford a total loss of the investment. There cannot be any guarantee that the
Company will be profitable or that additional capital will not be required.

B. ILLIQUID INVESTMENT; RISK OF LOSS.

This investment is not recommended for investors who do not have
adequate additional liquid assets such that they can afford a long-term
non-liquid investment and the risk of complete loss of the investment.

C. DEPENDENCE ON MANAGEMENT.

The Company is dependent on the services of the Company's principal
Officers and Directors. In the Company's development stage, the loss of this
management could have a materially adverse impact on the Company. The Company
does not currently maintain any key-person life insurance policy, but is
investigating acquiring this type of insurance.

D. REGULATORY RISKS.

At the present time, no regulations are known to the Company which
would materially adversely affect the Company's contemplated operations. Future
government regulation with respect to applications permitted for certain types
of equipment possibly could have an adverse impact on the Company.

E. CONTROL BY MANAGEMENT.

Upon completion of this offering, the officers and directors of the
Company will own, in the aggregate, 70% of the outstanding shares of the
Company's common stock, assuming the maximum shares (3,000,000) are sold.
Accordingly, the Company's management will continue to be able to elect a
majority of the directors and thus control the management and affairs of the
Company.

7
<PAGE>

F. COMPETITION.

The residential industry and the alternative energy industry are highly
competitive, and the Company will be competing with numerous other companies,
both privately and publicly owned, which have substantially more resources and
experience available to them than the Company. This includes regional and local
developers, equipment suppliers, and existing energy independent living
suppliers.

G. ARBITRARY OFFERING PRICE.

The initial price at which the shares are offered hereby has been
arbitrarily set by the Company's management on a non-arm's length basis, and has
no relationship to the book value per share, current earnings of the Company,
(there having been none because of business development expenses), or other
generally accepted measurement of value. Investors in this Offering will incur
immediate and substantial dilution in net tangible book value of their shares.
See "Dilution".

H. LACK OF PUBLIC MARKET; NASDAQ APPLICATION WHEN ELIGIBLE.

Prior to this Offering, there has been no public market for the shares
offered, and none is anticipated to develop in the near future. In the event a
regular public trading market does not develop, or is not sustained, any
investment in the Company's Common Stock would be highly illiquid. Accordingly,
an investor in the shares may not be able to sell the shares readily, if at all.
Consequently, if as a result of some change in circumstances arising from an
event not now contemplated, an investor wishes to transfer the shares owned, the
investor may find he or she has only a limited or no ability to transfer or
market the shares. The Company intends to apply for inclusion of its shares in
the NASDAQ quotation system, assuming eligibility results from this Offering.

The Company plans to seek the support of NASD member firms which are
recognized market makers with the intention of obtaining their assistance in the
creation of a viable market in the Company's securities for the benefit of its
shareholders. In this regard, the Company may employ one or more finders to
assist with introductions to appropriate market makers, for which such finders
would be paid finders fees commensurate with current market practices. No such
finders have been identified, nor have any proposed terms of their engagement
been determined.

Under Rule 15c2-11 under the Securities Exchange Act of 1934,
broker-dealers acting as market makers are required to have certain current
information about the Company before they can make a market and thereafter as
they continue making a market in its common stock. If needed in addition to
periodic reports filed with the Securities and Exchange Commission, the Company
will furnish periodically to broker-dealers the information specified in Rule
15c2-11 in order to enhance such firms' ability to make a market in the
Company's stock. There can be no assurance that market makers will be located to
deal in the Company's securities.

I. SUBSTANTIAL DILUTION.

Purchasers of the shares offered hereby will suffer an immediate and
substantial dilution of their investment. Specifically, in the case of the
maximum offering, dilution will be up to $12.44 per share, or up to 73%, (or
more if less than all shares are sold). (See "Dilution" herein, where the
dilution is illustrated by a table).

8
<PAGE>

J. POSSIBLE NEED FOR ADDITIONAL FINANCING.

The Company cannot guarantee that sufficient funding will be available
from this offering to fund all its development and operational needs. In the
event the Company requires additional financing, the Company may seek such
financing through bank borrowing, debt, or other equity financing, or otherwise.
There can be no assurance that such financing will be available to the Company
on acceptable terms, if at all. The Company does not presently have a credit
line available with any lending institution. Any additional equity financing may
involve the sale of additional shares of the Company's Common Stock on terms
that have not yet been established. These terms may (or may not) be more
favorable than those contained herein. Any future sales of securities may (or
may not) result in dilution to the investors herein.

K. PENNY STOCK REGULATION.

Broker-dealer practices in connection with transactions in "penny
stocks" (also referred to as "designated securities") are regulated by certain
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity, if any, in the secondary market for a security
that becomes subject to the penny stock rules. If the Company's common stock
becomes subject to the penny stock rules, investors in this offering may find it
more difficult to sell their shares.

L. ADVERSE EFFECT ON MARKET PRICE OF FUTURE SALE OF SHARES.

The 5,000,000 shares of Common Stock issued by the Company prior to
this Offering were sold in private transactions in reliance on an exemption from
registration under the Act. Accordingly, all of such securities are "restricted
securities" within the meaning of Rule 144 and cannot be resold without
registration, or except in reliance on Rule 144 or another applicable exemption
from registration.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated), including any affiliate of the
Company, who beneficially owns "restricted shares" for a period of one to two
years is entitled to sell within any three-month period, shares equal in number
to the greater of (i)1% (30,000) of the then outstanding shares of Common Stock
after this offering if the maximum shares are sold under this offering or (ii)
the average weekly trading volume of the same class of shares during the four
calendar weeks preceding the filing of the required notice of sale with the
Securities and Exchange Commission. The seller also must comply with the Form
144 notice and manner of sale requirements of Rule 144, and there must be
current public information available about the Company. In addition, any person
(or persons whose shares are aggregated) who is not, at the time of the sale,
nor during the preceding three months, an affiliate of the Company, and who has
beneficially owned restricted shares for at least two years, can sell such
shares under Rule 144 without regard to notice, manner of sale, public
information or the volume limitations described above.

Future sales of shares of Common Stock (or securities convertible into
Common Stock) by the Company or as stated above could adversely affect the
prevailing market price, if any, of the Company's Common Stock.

9
<PAGE>

M. DIVIDEND POLICY.

The Company intends to pay dividends if and when the Company's
operations become profitable. However, there can be no assurance that dividends
will ever be paid on the Common Stock. No dividends on the Company's Common
Stock have been declared or paid by the Company to date.

N. EFFECT OF PREFERRED STOCK AS ANTI-TAKEOVER PROVISIONS.

The Company currently has no authorized preferred stock, and the only
anti-takeover provision available is the ownership position of its management
group.

O. DEPENDENCE ON PROPRIETARY TECHNOLOGY.

The Company intends to rely on a combination of trade secrets,
copyright laws, non-disclosure, non-circumvention and other contractual and
technical measures to protect its proprietary technology. There can be no
assurance that these provisions will be adequate to protect its proprietary
rights. No single or closely related group of items of proprietary technology is
material to the Company's business. Although the Company believes that its
products and services do not infringe upon the proprietary rights of third
parties; there can be no assurance that third parties will not assert
infringement claims against the Company, or the Company's clients. See
"Description of Business-Intellectual Property."

10
<PAGE>

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DILUTION
- --------------------------------------------------------------------------------

As of February 28, 1999, the aggregate net tangible book value of the
Company's Common Stock was $(13,437.49) (See "Financial Statements"). The net
tangible book value per share as of February 28, 1999 was $(0.00). Net tangible
book value per share is calculated by dividing the tangible net worth of the
Company (total tangible assets less total liabilities) by the number of shares
of Common Stock outstanding.

Giving effect to the sale by the Company of 3,000,000 shares of Common
stock offered hereby (at the offering price of $17.00 per share and after
deducting offering expenses), the pro forma net tangible book value of the
Company as of February 28, 1999, would have been $45,631,563 or $4.56 per share.
This represents an immediate increase in the net tangible book value of $4.56 to
existing stockholders and an immediate dilution of $12.44 per share to the
persons purchasing the shares offered hereby at the initial public offering
price ("New Investors").

THE FOLLOWING TABLE ILLUSTRATES THE PER SHARE DILUTION TO THE NEW INVESTORS:

MAXIMUM SUBSCRIPTIONS

Initial offering price per share. $ 17.00

Net tangible book value before offering. $ (13,437.49)

Net tangible book value per share before the offering. $ (0.00)

Increase in net tangible book value per share attributable to
the cash payment by new investors. $ 4.56

Pro forma net tangible book value per share after offering $ 4.56

Dilution per share to New Investors. $ 12.44

The following tables summarize on a pro forma basis as of February 28,
1999, the number of shares of Common Stock purchased from the Company and the
total consideration paid by existing stockholders and by new investors in the
offering being made hereby (based on, in the case of new investors, an offering
price of $17.00 per share).

OUTSTANDING SHARES OF TOTAL AUTHORIZED 100,000,000

<TABLE>
<CAPTION>
At Maximum Subscription Shares Purchased Total Net Consideration
Number Percent Amount Percent
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Officers, & Directors: 5,000,000. 50% $ 500. 0%
Treasury: 2,000,000 20%
New Investors: 3,000,000. 30% $45,900,000. 100%
- -----------------------------------------------------------------------------------------
TOTAL: 10,000,000. 100% $45,900,500. 100%
</TABLE>

11
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PLAN OF DISTRIBUTION
- --------------------------------------------------------------------------------

The shares are being offered at the offering price set forth on the
Cover Page of this Prospectus. An investor must purchase a minimum of 100
shares. The shares are being sold on a best efforts basis, subject to no minimum
offering proceeds, up to a maximum of 3,000,000 shares. The offering expires six
months after the Registration Statement becomes effective, unless terminated
sooner or extended by the Company. A current prospectus will be available so
long as the offering is continued, which shall be at the Company's discretion.

The shares are being offered by the Company through its officers and
directors who will not receive compensation therefor.

Under Rule 15c2-11 under the Securities Exchange Act of 1934,
broker-dealers acting as market makers are required to have certain current
information about the Company before they can make a market and thereafter as
they continue making a market in its common stock. The Company will furnish
periodically to broker-dealers the information specified in Rule 15c2-11 if not
contained in reports filed with the Securities and Exchange Commission in order
to enhance such firms' ability to make a market in the Company's stock.

The price at which the shares are offered hereby has been arbitrarily
set by the Company's management, and has no relationship to the book value per
share, current earnings of the Company, or other generally accepted measurement
of value. No securities are to be offered for the account of any existing
shareholder.

The purchase price paid by investors must be wired or mailed directly
to the Company by check, or money order, payable only to: "ENERGY LIBERTY
UNLIMITED, INC." as stated in the enclosed Subscription Agreement.

The proceeds from the sale of the shares will be transmitted to the
Company bank account by noon of the business day following receipt. The shares
are offered subject to prior sale and the Company reserves the right to reject
any offer in whole or in part, or to accept subscriptions in any order, for any
or no reason. The Company will send by U.S. mail to subscribers within thirty
(30) days, signed copies of the Subscription Agreement and Common Stock
certificates.

12
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USE OF PROCEEDS
- --------------------------------------------------------------------------------

The Company will use the maximum proceeds primarily for
commercialization of its products and distribution of related equipment. The
following table illustrates the use of maximum proceeds. This summary table is a
compilation of the financial projections illustrated near the end of this
Prospectus.
<TABLE>
<CAPTION>
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Maximum Footnote
CATEGORY Subscriptions Percentage
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Gross Offering Proceeds $51,000,000 100.0% (1)
- --------------------------------------------------------------------------
Sales commission (Offering) 5,100,000 10.0% (2)
- --------------------------------------------------------------------------
Offering Expenses 255,000 0.5% (3)
- --------------------------------------------------------------------------
Equipment Inventory 35,000,000 68.6% (4)
- --------------------------------------------------------------------------
Expansion of fulfillment capacity 3,000,000 5.9% (5)
- --------------------------------------------------------------------------
Management Salaries 1,900,000 3.7% (6)
- --------------------------------------------------------------------------
Sales and Promotion 2,000,000 3.9% (7)
- --------------------------------------------------------------------------
Engineering 1,200,000 2.4% (8)
- --------------------------------------------------------------------------
Administration 2,545,000 5.0% (9)
- --------------------------------------------------------------------------
Total $51,000,000 100.0% (10)
- --------------------------------------------------------------------------
</TABLE>

FOOTNOTES

(1) Same as Prospectus Cover Page Pricing table footnote (1).
(2) Same as Prospectus Cover Page Pricing table footnote (2).
(3) Other offering expenses; totaling approximately $255,000. For filing,
accounting and legal fees, printing, travel, postage, delivery, miscellaneous,
lodging, phone, promotion, blue sky, Internet promotional development. See item
#25 in part-II for details.
(4) Equipment inventory requirements.
(5) Increase fulfillment capability
(6) Executive and senior management salary (three years).
(7) Advertising, sales promotions, trade shows, and related activities.
(8) System design, help desk support, and new feature development.
(9) Middle management and clerical support, including finance, accounting and
employee benefits.
(10) To the extent revenues may cover certain of the expenses shown, then such
amounts will be utilized to increase marketing and order fulfillment capability.

If less than the maximum proceeds were to be received, the Company
would expend the proceeds in approximately the same ratio as for the maximum
proceeds. In such event, the Company could seek more funding. However, the
Company's growth, market share, and profitability could be less than projected
herein, by an amount that cannot be determined but might be substantial. Pending
the actual use of proceeds for the stated purposes, the Company intends to
invest the funds in U.S. Government issued securities, such as U.S. Treasury
Bills.

13
<PAGE>

- -------------------------------------------------------------------------------
DESCRIPTION OF BUSINESS
- -------------------------------------------------------------------------------

COMPANY HISTORY

The Company was incorporated in Florida on December 17, 1998. Sales of
the Company's book and video package commenced in April, 1999. The $49.95
information package relates to the Company's design for an energy
self-sufficient residence which includes the equipment necessary for achieving
such self sufficiency. Prior thereto, the Company's founders constructed a test
facility with which to test the performance of a variety of items of equipment
made by others, integrate the equipment operation, and achieve a residential
design incorporating the equipment as well as achieve minimum cost for
components.

DEMAND FOR ENERGY SELF-SUFFICIENT AFFORDABLE RESIDENCES

In the opinion of management, a substantial market exists for
relatively affordable single family residences which provide for the energy self
sufficient operation of such residences. While market data is not readily
available at reasonable cost or otherwise, it is management's experience that
there exists a significant demand for home plans and integrated systems which
insulate the owner from expected substantial increases in energy costs and
potentially questionable energy availability. The market includes a substantial
number of "baby boomers" for whom affordable retirement is becoming a
significant concern particularly given the decline in savings rates for many
families and individuals. In addition, affordable housing is an important
concern for those affected by the significant downsizing trends experienced by
numerous categories of workers in the labor market. The trends in utility costs
and particularly those resulting in increases in electricity costs are expected
to contribute significantly toward increasing demand for residences which
operate independently of the established power distribution system.

PRODUCT

The Company has designed and developed plans for energy self-sufficient
residences and has tested the equipment made by others which is necessary for
achieving such self sufficiency. In March, 1999, sales commenced of a book and
video which include home design and equipment information whereby the customer
may build a residence which functions independently of all public and private
utilities. The Company's information package serves to consolidate a diverse
body of knowledge regarding the basic function and expected cost of the
essential elements of alternative power systems. The equipment includes solar
panels, inverters, and batteries as well as propane powered electric generators,
wind powered generators, and elevated gravity fed water storage, as examples.
The customer is thereby enabled to efficiently become informed regarding topics
otherwise requiring extensive and time consuming independent research. In the
opinion of management, the Company's home designs have significant economic,
security and reliability advantages over traditionally equipped and designed
single family residences. In addition to energy efficient residential designs,
the ability to operate the residence without connection to any electric, water,
or other utility provides a security and reliability advantage over traditional
design whereby the home is typically totally dependent upon the uninterrupted
provision by others of electricity, water and other utilities. In addition to
the Company's residential plans and related equipment information, the Company
plans to obtain for resale at competitive prices the related equipment
manufactured by others which is needed by the Company's customers for energy
independence but which may not be available locally to such customers.

14
<PAGE>

COMPETITION

There exists extensive indirect competition for the Company inasmuch as
a number of other companies manufacture the equipment and components
incorporated into the Company's product. However, few competitors integrate the
systems into a complete package of information whereby the customer avoids the
extensive research required to independently obtain the information necessary to
build an energy independent residence.

MARKETING

The Company will initially focus its marketing efforts on utilization
of the established advertising capabilities of the American Community Oriented
Radio Network and it's distribution of the Chuck Harder radio program both
directly and by means of over one hundred radio stations utilizing Talk America
Radio Networks. Mr. Harder broadcasts consumer advocacy programming and over a
number of years has established a significant listening audience. Advertising
time will be utilized at competitive rates to reach a sizeable and well
established audience which, in the opinion of management, is an audience
particularly interested in both a cost effective and a secure residential
environment for themselves and their families.

In addition to radio, the Company plans to expand its internet web site
to provide information and methodologies whereby alternative energy equipment
may be efficiently purchased from the Company.

BUSINESS RELATIONSHIPS

The Company is utilizing the services of American Community Oriented
Radio Network to provide (1) advertising and promotion and (2) fulfillment
services. Reference is made to "Marketing" for information regarding advertising
and promotion.

INTELLECTUAL PROPERTY

Energy Liberty Unlimited, Inc. has integrated existing technologies of
residential construction and alternative energy technology to create the design
of the residential plans offered to the Company's customers. The Company owns
all intellectual property created, and all business and technical solutions
developed are being treated as proprietary trade secrets.

REGULATORY AFFAIRS

After careful review and research into the regulatory issues involved,
the Company believes that its products will not be subjected to regulatory
review.

EMPLOYEES

The Company has one employee and has one of the founders working on an
independent contractor basis.

DESCRIPTION OF PROPERTY

The Company's property consists of office equipment.

15
<PAGE>

MANAGEMENT

BACKGROUND OF MANAGEMENT

(A) DIRECTORS:

At the present time, the Company's Board of Directors consists of seven
members:

CHARLES E. (CHUCK) HARDER, age 55, is a founder and Chairman of Energy Liberty
Unlimited. He started his career in radio broadcasting at age 14 and later
worked at commercial radio stations in Chicago, Tampa, and New York. He worked
on-air for NBC Talknet and founded the Sun Radio Network and Peoples Radio
Network. Mr. Harder also has a background in franchising, retailing and
distribution as a result of his relationship with Freedom Satellite Systems of
Tampa, Florida which had owned or franchised 16 retail stores in the mid 1980's.
Mr. Harder has also hosted a national TV show and currently produces and hosts a
daily radio talk show which is on-the-air via satellite weekdays via the Talk
America Radio Network. Mr. Harder also spent much of his time in the study of
alternative and solar energy starting with the time period during which
President Carter began an initiative for the development and implementation of
alternative energy. Mr. Harder founded the non-profit Peoples Network in 1987
and is currently with PNI.

MARK V. WARNER, age 54, is a founder and President of Energy Liberty Unlimited.
From 1996 to 1998, Mr. Warner was Controller for the United Broadcasting
Network, and prior thereto was a financial consultant to small and medium sized
businesses. From 1984 to 1989 he was Vice President, Finance for Mnemonics, Inc.
a computer systems government contractor. Mr. Warner was a Branch Chief with the
National Aeronautics & Space Administration (NASA) at the Kennedy Space Center
from 1980 to 1984. From 1977 to 1980 he was Vice President, Finance for the
Rovac Corporation, a publicly held research and development company. From 1967
to 1968, Mr. Warner was a financial analyst with the Securities & Exchange
Commission (SEC). On military leave from the SEC, Mr. Warner served from 1968 to
1970 with the U.S. Army Finance Corps as a data processing instructor, and
returned to the SEC as a senior financial analyst from 1970 through 1977. Mr.
Warner received his B.S. in Business Administration from the University of
Florida, Gainesville, Florida and his MBA in Finance and Investments from the
George Washington University, Washington, D.C.

DOUGLAS 0. PERREAULT, CPA, age 36, is a founder and Director of Energy Liberty
Unlimited. In April 1997, Mr. Perreault began serving as the chief executive
officer and the chief financial officer of American Community Oriented Radio
Network, Inc., a wholly-owned subsidiary of Peoples Network, Inc. From April
1995 to April 1997, Mr. Perreault served as chief financial officer of TRADEex
Electronic Commerce Systems, Inc., a multi-national provider of commerce
management solutions software. From November 1987 to April of 1995, Mr.
Perreault was employed in the public practice of accounting. Mr. Perreault has
been a certified public accountant since October 1984 and has been a member of
both the American Institute of CPA's and the Florida Institute of CPA's for over
ten years. Mr. Perreault received his B.S. in Accounting from the State
University of New York, College of Arts and Science, Plattsburgh, and is
currently following the MBA program at the University of South Florida.

DIANNE MAYFIELD-HARDER, age 54, is a founder, Board member and Treasurer of the
Company. Mrs. Mayfield-Harder was educated in accounting and worked for years
for the Tampa Sports Authority which operates the Tampa Stadium in Florida. Mrs.
Mayfield-Harder had several duties including the accounting for three
municipally owned golf courses. In 1987 she became comptroller for Sun Radio
Network. In 1989 she was financial manager for Peoples Network, Inc. (PNI),
which grew from a garage in Cedar Key, Florida to operating the historic three
story 40 room Telford hotel which housed the PNI broadcast center in White
Springs, Florida. Her duties included oversight of a 4.9 million dollar yearly
budget and approximately 100 employees. Dianne Mayfield-Harder is the wife of
Charles Harder and they have been married for 16 years.

16
<PAGE>

DANIEL DONALDSON, age 44, is a founder and Director of Energy Liberty Unlimited
Inc. and is responsible for the construction and testing of the Company's solar
energy test facility. He served in the U.S. Army Corps of Engineers, and for the
last 25 years has worked in all phases of the construction industry from
residential to commercial. For 4 1/2 years he was the building construction
manager at the Telford Hotel in White Springs, Fl. of which two years were also
devoted to hosting the Helpful Handyman radio talk show. In 1988 Mr. Donaldson
established The Creative Carpenter interior trim and cabinet business and is
currently taking classes to acquire his state certified builders contractors
license.

DARLENE STEWART, age 36, is a Board member and has completed college graphics
and art courses and has been in charge of start-up of several departments at PNI
including a national newspaper and hotel and dining operations. Subsequently she
worked for other firms including Super-Cuts haircutting system and located and
opened retail hair salons for Super-Cuts. Her skills are in graphics and
presentation of products and services for retailing and presentation to the
public. Darlene Stewart is the daughter of Dianne Mayfield-Harder.

NOEL JACOBY, age 57, is a Board member and a Professor of Economics at Lake City
Community College, Lake City, Florida. He has taught for twenty five years and
also has had many other positions in the private sector in real estate,
insurance, production, publication and purchasing.

(B) PERSONS NOMINATED OR CHOSEN TO BECOME DIRECTORS:

At the present time, no other person, other than those listed above,
has been chosen or nominated to become a Director of the Company.

At present, the Company's Executive Officers consist of its Directors,
mentioned above, Charles E. Harder as Chairman, Mark V. Warner, President, and
Dianne Mayfield-Harder, Treasurer. It is anticipated that additional officers
will be added.

(D) CERTAIN LEGAL PROCEEDINGS:

The Company is not aware of any legal proceedings within the last five
years against any Director, Officer, Significant Employee, or candidate for any
such position involving a petition under the Bankruptcy Act or any State
insolvency law or of any receiver, fiscal agent or similar officer appointed by
a court for the business or property of such person or any partnership in which
he was general partner or within two (2) years before the time of such filing,
or any corporation or business association of which he was an executive officer
at or within two (2) years before the time of such filing; nor is the Company
aware of any of the above-mentioned persons being convicted in a criminal
proceeding.

REMUNERATION OF MANAGEMENT

The Company's current policy is that Directors serve without
compensation. However; in the future, it may be in the Company's best interests
to compensate Directors in a manner that will attract the most qualified people
to serve on the Company's Board. To date the officers of the Company have served
without compensation. The Company's management will determine when it is in the
best interest of the Company to compensate officers.

17
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of February 28, 1999 with respect to
each director and officer and any person who is known to the Company to be the
beneficial owner of five percent (5%) or more of the Company's outstanding
Common Stock. Also set forth in the table is the beneficial ownership of all
shares held by all directors and officers, individually and as a group.

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

NAME AND ADDRESS SHARES OWNED PERCENT PERCENT AFTER
OF OWNER BEFORE OFFERING MAXIMUM OFFERING.
- --------------------------------------------------------------------------------
Charles E. Harder 1,000,000(a) 14.3% 10.0%
Director, Chairman
P.O. Box U
White Springs, Fl 32096

Dianne Mayfield-Harder 1,000,000(a) 14.3% 10.0%
Director, Treasurer
P.O. Box U
White Springs, Fl 32096

Mark V. Warner 1,000,000 14.3% 10.0%
Director, President
P.O. Box U
White Springs, Fl 32096

Douglas Perreault 1,000,000 14.3% 10.0%
Director
P.O. Box U
White Springs, Fl 32096

Dan Donaldson 1,000,000 14.3% 10.0%
Director
P.O. Box U
White Springs, Fl 32096
- --------------------------------------------------------------------------------
Subtotal 5,000,000 71.4% 50.0%

Treasury 2,000,000 28.6% 20.0%

New Shareholders 3,000,000 -- 30.0%
From Offering
- --------------------------------------------------------------------------------
TOTAL 10,000,000 100.0% 100.0%

(a) Within the knowledge of the issuer, no other person holds or shares
the power to vote or direct the voting of securities described pursuant to
subsection (a) above. No other person holds shares or the power to vote 5% or
more of the issuer's voting securities.

(b) The Company may utilize private stock shares as incentive or
compensation for the product and service marketing efforts of the Company's
employees, when appropriate.

18
<PAGE>

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

All transactions during the previous two years and any presently
proposed transaction to which the issuer is a party in which any person having a
relationship with the issuer has a direct or indirect material interest are the
following transactions, and no others: the Company's fulfillment services will
be provided by American Community Oriented Radio Network, Inc. which is a wholly
owned subsidiary of Peoples Network, Inc. Peoples Network, Inc. is a non-profit
corporation founded by Charles Harder, Chairman of the Company. In the opinion
of management, the services provided by American Community Oriented Radio
Network, Inc. are comparable to those provide by others in the fulfillment
services industry.

SECURITIES DESCRIPTION

The Company is offering only Common Stock in this Offering.

COMMON STOCK

The Company is authorized to issue up to One Hundred Million
(100,000,000) shares of Common Stock with no par value. 5,000,000 shares have
been issued to five persons as of the date of this Prospectus. Each holder of
Common Stock is entitled to one vote for each share held of record on each
matter to be voted on by stockholders, except as otherwise may be provided by
law.

Subject to any preferences which may be granted to the holders of
Preferred Stock (if ever authorized by the shareholders) which the Company could
choose to issue in the future, each holder of Common Stock is entitled to
receive ratably such dividends as may be declared by the Board of Directors from
funds legally available. Upon liquidation or dissolution of the Company, the
holders of Common Stock are entitled to share ratability in all the assets after
payment of all creditors, subject to the rights of any Preferred Stock then
outstanding. The Common Stock does not have cumulative voting rights or
preemptive purchase rights.

The shares hereby offered, when paid for, will be fully paid and
non-assessable.

PREFERRED STOCK

The Company is not currently authorized to issue Preferred Stock. The
Company currently has no plans to issue shares of Preferred Stock.

TRANSFER AGENT AND REGISTRAR

The Company currently acts as its own Transfer Agent and Registrar for
its Common Stock

LEGAL MATTERS

Lawrence A. Lempert has provided a legal opinion as to certain matters
relating to the issuance of the shares pursuant to applicable securities laws.
This Prospectus has been prepared by the Company's management and its advisers.

19
<PAGE>

INDEX TO FINANCIAL STATEMENTS OF
ENERGY LIBERTY UNLIMITED, INC.
(A Development Stage Company)

Financial Statements:

Balance Sheet F-1

Statement of Operations F-2

Statement of Stockholders' Equity F-2

Statement of Cash Flows F-3

Notes to Financial Statements F-4

20
<PAGE>

ENERGY LIBERTY UNLIMITED, INC.
(A Development Stage Company)

BALANCE SHEET

February 28, 1999
(Unaudited)

ASSETS

Current assets:
Cash $ 191.35
Deposits 250.00
Receivables 500.00
Total current assets 941.35

Office Furniture and equipment, net 1,461.33

$ 2,402.68

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 700.54
Loan Payable 15,139.63
Total current liabilities 15,840.17

Stockholders' Equity:
Common stock, no par value, authorized 100,000,000 shares,
issued and outstanding 7,000,000 500.00
Deficit accumulated during the development stage (13,937.49)

Total stockholders' equity (deficit) (13,437.49)

$ 2,402.68

F-1
<PAGE>

ENERGY LIBERTY UNLIMITED, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS

For the period from December 17, 1998 (date of inception) through February
28, 1999

December 17, 1998 through
February 28, 1999
(Unaudited)

Revenues $ 0.00
-----------

Costs and expenses:
Product development and marketing 13,104.17
General and administrative 833.32
-----------
Total costs and expenses 13,937.49

-----------
Net loss $ (13,937.49)
===========

See accompanying notes to financial statements.

ENERGY LIBERTY UNLIMITED, INC.

(A Development Stage Company)

Statement of Stockholders' Equity

For the period from December 17,1998 (date of inception) through
February 28, 1999

<TABLE>
<CAPTION>
Stock Total
Subscription Accumulated Stockholders'
Common Receivable Deficit Equity
Shares

<S> <C> <C> <C> <C>
Common stock issued for cash 5,000,000 500 -- 500
Treasury stock 2,000,000
Net loss -- -- -- (13,937.49)
Balances at February 28, 1999 7,000,000 500 (13,937.49) (13,437.49)
</TABLE>

See accompanying notes to financial statements.

F-2
<PAGE>

ENERGY LIBERTY UNLIMITED, INC.
(A Development Stage Company)

STATEMENT OF CASH FLOWS

For the period from December 17, 1998 (date of inception) through
February 28, 1999

Period
Ended
February 28,
1999
(Unaudited)

Cash flows from operating activities:
Net loss $ 13,937.49

Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 86.00
Change in operating assets and
liabilities:
Accounts payable 700.54
Other current assets 250.00
-------------
Net cash used in operating activities 13,400.95

Cash flows from investing activities:
Purchase of equipment 1,547.33
-------------
Net cash used in investing activities 1,547.33
-------------
Net decrease in cash 14,948.28

Cash at beginning of period 15,139.63
-------------
Cash at end of period $ 191.35
=============

See accompanying notes to financial statements.

F-3
<PAGE>

ENERGY LIBERTY UNLIMITED, INC.
(A Development Stage Company)

Notes to Financial Statements

Period from December 17, 1998 (date of inception) to February 28, 1999

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) NATURE OF DEVELOPMENT STAGE OPERATIONS

Energy Liberty Unlimited (the Company) was incorporated on December
17, 1998 in Florida. The Company provides a book, video and construction plans
for single family residences incorporating a design and equipment which allows
the facility to function without connection to the electrical power grid and/or
any other utility. Operations of the Company through the date of these financial
statements have been devoted primarily to product development and administrative
activities. The Company's fiscal year end is December 31.

(b) EQUIPMENT

Equipment is stated at cost. Depreciation is computed at the straight
line method of the estimated useful lives of the assets of three years.

Development stage operations for the period ended February 28,1999
resulted in a net operating loss. It is uncertain whether any tax benefit of net
operating loss will be realized in future periods. Accordingly, no income tax
provision has been recognized in the accompanying financial statements.

F-4
<PAGE>

PROJECTIONS

These projections have been prepared by the Company's management
without regard to published guidelines of the AICPA and are not included in the
financial statements of the Company.

SUMMARY OF FINANCIAL PROJECTIONS

The following table summarizes a set of forward-looking market and
financial projections based on the assumptions discussed in this section.

1. Book and video sales increase and plateau through the fiscal
quarters
2. Of the purchasers of the book and video, 2% purchase a house plan
3. Direct costs for the book and video are maintained at or below
$5.00 per unit and $25.00 per unit for house plans
4. Purchaser of a house plan will purchase $500.00 of equipment
5. Equipment sales are at cost plus 50%
6. Domestic sales only primarily in the Southeastern United States
7. No sales to government, mobile home manufacturers, modular
home manufactures, distributors, etc.

F Y 99 1st. Q 99 2nd. Q 99 3rd. Q 99 4th. Q 99.

Residential packages:
- --------------------

Book & video sales 0 14,000 13,600 12,100
Book & video revenue 0 $ 699,300 $ 679,320 $ 604,395
House plan sales 0 230 2,114 1,889
House plan revenue 0 $ 57,489 $ 528,380 $ 472,169

Total gross revenue 0 $ 756,789 $1,207,700 $1,076,564
Less 40% 0 $ 302,715 $ 483,080 $ 430,626
Total net revenue 0 $ 454,073 $ 724,620 $ 645,939

Book & video cost 0 $ 70,000 $ 68,000 $ 60,500
House plan cost 0 $ 5,750 $ 52,849 $ 47,226
Total direct cost 0 $ 75,750 $ 120,849 $ 107,726

Gross profit 0 $ 378,323 $ 603,771 $ 538,212

Equipment:
- ---------

Gross revenue 0 $ 89,000 $ 933,046 $ 959,520
Direct cost 0 $ 59,333 $ 622,031 $ 639,840
Gross profit 0 $ 29,667 $ 311,015 $ 319,840

Total:
- -----

Gross profit 0 $ 407,990 $ 914,787 $ 858,052
Overhead ($ 19,000) $ 174,000 $ 195,000 $ 195,000
Net profit ($ 19,000) $ 233,990 $ 719,787 $ 663,052

F-5
<PAGE>

SUBSCRIPTION AGREEMENT

INVESTOR SUBSCRIPTION AGREEMENT FOR ENERGY LIBERTY UNLIMITED, INC.

Persons interested in purchasing shares of the Common Stock of Energy Liberty
Unlimited, Inc. must return this completed Subscription Agreement along with
their wire transfer, check or money order for their total payment, payable only
to: ENERGY LIBERTY UNLIMITED, INC., P.O. Box U, White Springs, Florida 32096.

If and when accepted by Energy Liberty Unlimited, Inc., (the "Company"), this
Subscription Agreement shall constitute a subscription for shares of Common
Stock, no par value per share, of the Company. The minimum investment is $1,700
(100 shares). An accepted copy of this Agreement will be returned to you as your
receipt, and a stock certificate will be issued to you shortly thereafter.

Method of Payment: (CIRCLE ONE) Check, Money Order or Wire (fax or e-mail for
instructions) payable only to: "ENERGY LIBERTY UNLIMITED, INC.".

- ----------------------------------------
I hereby irrevocably tender this Subscription Agreement for the purchase of
_________ shares at seventeen dollars ($17.00) per share. With this subscription
Agreement, I tender payment in the amount of $__________ ($17.00 per share) for
the shares subscribed.

In connection with this investment in the Company, I represent and warrant as
follows:

(a) Prior to tendering payment for the shares, I received the Company's
final Prospectus dated ( ).

(b) I am a bona fide resident of the state of ________________________.

Please issue the shares which I am purchasing as follows:

1. INDIVIDUAL(S)--if more than one owner, please issue as follows:

- --- Tenants-in-Common (all parties must sign--each investor has an undivided
interest)

- --- Joint Tenants with Right of Survivorship (all parties must sign joint
ownership)

- --- Minor with adult custodian under the Uniform Gift to Minors Act in your
state (the minor will have sole beneficial ownership)

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

- ----------------------- ----------------------------------
INVESTOR NO. 1 (PRINT NAME ABOVE) INVESTOR NO. 2 (PRINT NAME ABOVE)

Street (residence address) Street (residence address)
- ----------------------------------------- ----------------------------------

- ----------------------------------------- ----------------------------------
City State Zip City State Zip

A-1
<PAGE>

- ------------------------------------------ ----------------------------------
Home Tele. Business Tele. Home Tele. Business Tele.

- ------------------------------------------ ----------------------------------
FAX e-mail FAX e-mail

- ------------------------------------------ ----------------------------------
Social Security Number Social Security Number

- ------------------------------------------ ----------------------------------
Signature Date Signature Date

ACCEPTED BY: ENERGY LIBERTY UNLIMITED, INC.

- - ----------------------------------------
Name, Title Date.

SUBSCRIPTION FORM FOR OTHER THAN INDIVIDUAL

Purchasers of shares of the Common Stock of Energy Liberty Unlimited, Inc. for
other than individuals must complete this form for the proper entity that will
hold title to the shares. Send this completed Subscription Agreement along with
the proper wire transfer, check or money order for the total payment, payable
only to: ENERGY LIBERTY UNLIMITED, INC., P.O. Box U, White Springs, Florida
32096.

If and when accepted by Energy Liberty Unlimited, Inc., (the "Company"), this
Subscription Agreement shall constitute a subscription for shares of Common
Stock, no par value per share, of the Company. The minimum investment is
seventeen hundred dollars ($1700.) (100 shares). An accepted copy of this
Agreement will be returned to you as your receipt, and a stock certificate will
be issued to you shortly thereafter.

Method of payment: (CIRCLE ONE) Check, Money Order or Wire (fax or e-mail for
instructions) payable only to: "Energy Liberty Unlimited, Inc".

Entity:

[] Corporation (authorized agent of corporation must sign)

[] Existing Partnership (at least one partner must sign)

[] Trust (all trustees must sign)

- -----------------------------------------------------------
Name of Entity

- -----------------------------------------------------------
Authorized Agent (print name above)

A-2
<PAGE>

- ------------------------------------------------------------
Title of Authorized Agent

- ------------------------------------------------------------
Social Security or Federal Identification Number of Entity

- ------------------------------------------------------------
Street (business address) or address of Registered Agent

- ------------------------------------------------------------
City State Zip

- ------------------------------------------------------------
Business Tele. or Home Tele. of Registered Agent of Entity

- ------------------------------------------------------------
FAX e-mail

The undersigned acknowledges under the penalties of perjury that the foregoing
information is true, accurate, and complete.

- ------------------------------------------------------------
Signature Date

- ------------------------------------------------------------
For a Trust, all Trustees must sign. Add a line for each to the Right of form.

ACCEPTED BY: ENERGY LIBERTY UNLIMITED, INC.

- ------------------------------------------------------------
Name, Title Date.

A-3
<PAGE>

No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction or to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof or that there has been no change in the affairs of the
Company since such date.

SUMMARY OF CONTENTS

SUMMARY ..................................................... 5
RISK FACTORS ................................................ 7
DILUTION .................................................... 11
PLAN OF DISTRIBUTION ........................................ 12
USE OF PROCEEDS ............................................. 13
DESCRIPTION OF BUSINESS ..................................... 14
DESCRIPTION OF PROPERTY ..................................... 15
MANAGEMENT .................................................. 16
REMUNERATION OF MANAGEMENT .................................. 17
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 18
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS ... 19
SECURITY DESCRIPTION ........................................ 19
LEGAL MATTERS ............................................... 19
FINANCIAL STATEMENTS ........................................ 20 (F-1)
PROJECTIONS ................................................. (F-5)
SUBSCRIPTION AGREEMENT ...................................... A-1

Date of Issuance:
__________, 1999

Energy Liberty Unlimited, Inc.

"Affordable Primary Shelter"

3,000,000 (MAXIMUM)
SHARES OF COMMON STOCK

PROSPECTUS

ENERGY LIBERTY UNLIMITED, INC.
P.O. Box U
WHITE SPRINGS, FL 32096
1-904-303-2200
energyliberty.com

--------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 24. Indemnification of Directors and Officers

The Company's Articles of Incorporation and Bylaws contain provisions
indemnifying its directors and officers to the extent permitted by the Act.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "1933 Act"), as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and, therefore, is unenforceable. In the event that a
claim for indemnification against such liability (other than the payment by the
Company of the expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any such action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
will submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1993 Act and
will be governed by the final adjudication of such issue.

Item 25. Other Expenses of Issuance and Distribution

Filing Fee - SEC $ 14,178.00
Listing Fee -- Stock Exchange, If Qualified $ 5,000.00
Transfer Agent & Registrar's Fees $ 5,000.00
Accounting Fees $ 20,000.00
Legal Fees $ 25,000.00
Printing Expense $ 30,000.00
Indemnification Insurance Premium $ 10,000.00
Miscellaneous $ 15,000.00
Travel $ 20,000.00
Postage & Delivery $ 10,000.00
Lodging $ 10,000.00
Telephone $ 10,000.00
Internet Development $ 28,000.00
State Blue Sky Preparation and Filing Fees $ 30,000.00
Promotion and Advertising $ 22,822.00

Total $ 255,000.00

II-1
<PAGE>

Item 26. Recent Sales of Unregistered Securities

In the past three (3) years the Company's sales of securities not registered
under the Securities Act of 1933 were as follows:

(b) Underwriter Non-Public Transferees. No underwriters. Five officers and
directors.

$ .0001 per share to officers and directors, no commission paid, cash
sales (5,000,000 shares).

(d) Directors/Officers Purchases ( persons, cash)

DATE SHARES $/SH TOTAL

3/15/99 5,000,000 $ .0001 $500.00

TOTAL 5,000,000 $ .0001 $500.00

Item 27. Exhibits

3i. Articles of Incorporation

3ii. Bylaws

4. Common Stock voting rights per Articles of Incorporation Page 1,
incorporated by reference from Exhibit 3i

5. Opinion of Lawrence A. Lempert as to the legality and non-accessibility of
the securities being distributed

23b. Consent of Lawrence A. Lempert (filed as part of Exhibit 5)

II-2
<PAGE>

Item 28. Undertakings

(A) To the extent the registrant is registering securities under Rule 415 under
the Securities Act of 1933, the registrant will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and Notwithstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(B) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"), as amended, may be permitted to Directors, Officers
and controlling persons of the Company pursuant to the foregoing provisions or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and, therefore, is unenforceable. In the event that
claims for indemnification against such liability (other than the payment by the
Company of the expenses incurred or paid by a Director, Officer or controlling
person of the Company in the successful defense of any such action, suit or
proceeding) is asserted by such Director, Officer or controlling person in
connection with the securities being registered, the Company, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
will submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1993 Act and
will be governed by the final adjudication of such issue.

II-3
<PAGE>

Signatures

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned in the Town of White
Springs, State of Florida on March 15, 1999.

ENERGY LIBERTY UNLIMITED, INC.

/s/ Charles E. Harder
-------------------------------------
BY: Charles E. Harder
Chairman

Pursuant to the Securities Act of 1933, this Registration Statement was signed
by the following persons in the capacities and on the dates stated.

- --------------------------------------------------------------------------------
Signature Title Date
- --------------------------------------------------------------------------------

/s/ Charles E. Harder Director, Chairman. March 15, 1999.
- -------------------------------
Charles E. Harder

/s/ Mark V. Warner Director, President March 15, 1999.
- -------------------------------
Mark V. Warner

/s/ Douglas O. Perreault Director March 15, 1999.
- -------------------------------
Douglas O. Perreault

/s/ Dianne A. Mayfield-Harder Director, Treasurer March 15, 1999.
- -------------------------------
Dianne A. Mayfield-Harder

/s/ Daniel Donaldson Director March 15, 1999.
- -----------------------
Daniel Donaldson

/s/ Darlene Stewart Director March 15, 1999.
- ------------------------
Darlene Stewart

/s/ Noel Jacoby Director March 15, 1999.
- -----------------------
Noel Jacoby
<PAGE>

INDEX TO EXHIBITS

Exhibit Title of Exhibit
Number

3i. Articles of Incorporation.............................................

3ii. By Laws, as amended...................................................

5. Opinion and Consent of Lawrence A. Lempert as to the legality and
non-assessability of the securities being distributed.................

<PAGE>

Exhibit 3i

State of Florida

[LOGO APPEARS HERE]

Department of State

I certify the attached is a true and correct copy of the Articles of
Incorporation of ENERGY LIBERTY UNLIMITED, INC., a Florida corporation, filed on
December 17, 1998, as shown by the records of this office.

The document number of this corporation is P98000104993.

Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Second day of March, 1999

[GREAT SEAL OF THE
STATE OF FLORIDA /s/ Katherine Harris
APPEARS HERE]
Katherine Harris
Secretary of State
<PAGE>

FILED
SECRETARY OF STATE
DIVISION OF CORPORATION
98 DEC 17 AM 8:35

ARTICLES OF INCORPORATION

The undersigned incorporator, for the purpose of forming a corporation under the
Florida Business Corporation Act, hereby adopts the following Articles of
Incorporation.

ARTICLE I NAME
- --------------
The name of the corporation shall be: ENERGY LIBERTY UNLIMITED, INC.

ARTICLE II PRINCIPAL OFFICE
- ---------------------------
The principal place of business and mailing address of this corporation shall
be: POST OFFICE BOX U WHITE SPRINGS, FL 32096

ARTICLE III SHARES
- -------------------
The number of shares of stock that this corporation is authorized to have
outstanding at any one time is: ONE HUNDRED MILLION (100,000,000)

ARTICLE IV INITIAL REGISTERED AGENT AND STREET ADDRESS
- -------------------------------------------------------
The name and Florida street address of the initial registered agent are: CHARLES
E. HARDER, FIRST FEDERAL BANK BUILDING FL ROUTE 136 & US 41 WHITE SPRINGS,
FL 32096

ARTICLE V INCORPORATOR
- ----------------------
The name and address of the incorporator to these Articles of Incorporation are:
----------------
CHARLES E. HARDER, FL ROUTE 136 AND US 41 FIRST FEDERAL BANK BUILDING, WHITE
SPRINGS, FL 32096

[SIGNATURE APPEARS HERE] NOVEMBER 23/1998
- ------------------------------ --------------------------
Signature/Incorporator Date

(An additional article must be added if an effective date is requested.)

Having been named as registered agent and to accept service of process for the
above stated corporation at the place designated in this certificate, I hereby
accept the appointment as registered agent and agree to act in this capacity. I
further agree to comply with the provisions of all statutes relating to the
proper and complete performance of my duties, and I am familiar with and accept
the obligations of my position as registered agent.

[SIGNATURE APPEARS HERE] November 23/1998
- ---------------------------------- -----------------------------
Signature/Registered Agent Date

<PAGE>

Exhibit 3ii

BYLAWS

ENERGY LIBERTY UNLIMITED, INC..

ARTICLES I ............................................................... 1
OFFICES ............................... 1
Section 1. Principal Office ............................................. 1
Section 2. Other Offices ................................................ 1

ARTICLE II ............................ 1
SHAREHOLDERS .......................... 1
Section 1. Time and Place of Meetings ................................... 1
Section 2. Annual Meetings .............................................. 1
Section 3. Special Meetings ............................................. 1
Section 4. Notice ....................................................... 1
Section 5. Closing of Share Transfer Records and
Fixing Record Dates for Matters other than
Consents to Action ................................................. 2
Section 6. Fixing Record Dates for Consents to
Action ............................................................. 2
Section 7. List of shareholders ......................................... 3
Section 8. Quorum ....................................................... 3
Section 9. Voting ....................................................... 3
Section 10. Action to Consent ............................................ 4
Section 11. Presence at Meetings by Means of
Communications equipment ........................................... 5

ARTICLES III .......................... 5
DIRECTORS ............................. 5
Section 1. Number of Directors
Section 2. Vacancies .................................................... 6
Section 3. General Powers ............................................... 6
Section 4. Place of Meetings ............................................ 6
Section 5. Annual Meetings .............................................. 6
Section 6. Regular Meetings ............................................. 7
Section 7. Special Meetings ............................................. 7
Section 8. Quorum Voting ................................................ 7
Section 9. Committees of the Board of Directors ......................... 8
Section 10. Compensation of Directors .................................... 8
Section 11. Action By Unanimous Vote ..................................... 8
Section 12. Presence at Meetings by Means of
Communications Equipment ........................................... 8
<PAGE>

ARTICLE IV .................... 9
NOTICES ...................... 9
Section 1. Form of Notice ....................................... 9
Section 2. Waiver ............................................... 9
Section 3. When Notice Unnecessary .............................. 9

ARTICLE V ........................................................ 9
OFFICERS ...................... 9
Section 1. General .............................................. 9
Section 2. Election ............................................. 10
Section 3. Chairman of the Board ................................ 10
Section 4. President ............................................ 10
Section 5. Vice Presidents ...................................... 11
Section 6. Assistant Vice Presidents ............................ 11
Section 7. Secretary ............................................ 11
Section 8. Assistant Secretaries ................................ 12
Section 9. Treasurer ............................................ 12
Section 10. Assistant Treasurers ................................. 12
Section 11. Bonding .............................................. 12

ARTICLE VI .................... 13
CERTIFICATES REPRESENTING SHARES ....................... 13
Section 1. Form of Certificates ................................. 13
Section 2. Lost Certificates .................................... 13
Section 3. Transfer of Shares ................................... 13
Section 4. Registered Shareholders .............................. 14

ARTICLE VII ................... 14
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. General .............................................. 14
Section 2. Insurance ............................................ 14

ARTICLE VIII .................. 15
GENERAL PROVISIONS .................. 15

Section 1. Distributions and Share Dividends .................... 15
Section 3. Reserves ............................................. 15
Section 3. Fiscal Year .......................................... 15
Section 4. Seal ................................................. 15
Section 5. Resignation .......................................... 15

ARTICLE IX .................... 15
AMENDMENTS TO BYLAWS .................... 15

2
<PAGE>

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be determined by the Board of Directors.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Florida as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

ARTICLE II

SHAREHOLDERS

SECTION 1. TIME AND PLACE OF MEETINGS. Meetings of the shareholders
shall be held at such time and at such place, within or without the State of
Florida, as shall be determined by the Board of Directors.

SECTION 2. ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on such date and at such time as shall be determined by the Board of
Directors. At each annual meeting the shareholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the share-holders may
be called at any time by the Chief Executive Officer or the Board of Directors,
and shall be called by the Chief Executive Officer or the Secretary at the
request in writing of the holders of not less than ten percent (10 %) of the
voting power represented by all the shares issued, outstanding and entitled to
be voted at the proposed special meeting, unless the Articles of Incorporation
provide for a different percentage, in which event such provision of the
Articles of Incorporation shall govern. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at special meetings shall
be confined to the purposes stated in the notice of the meeting.

SECTION 4. NOTICE. Written or printed notice stating the place, day and
hour of any shareholders' meeting and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than 30 days before the date of the meeting, either personally or
by mail, by or at the direction of the Chief Executive Officer, the Secretary or
the officer or person calling the meeting, to each shareholder entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the share transfer records of the
Corporation.
<PAGE>

SECTION 5. CLOSING OF SHARE TRANSFER RECORDS AND FIXING RECORD DATES
FOR MATTERS OTHER THAN CONSENTS TO ACTION. 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 distribution or
share dividend, or in order to make a determination of shareholders for any
other proper purpose (other than determining shareholders entitled to consent to
action by shareholders proposed to be taken without a meeting of shareholders),
the Board of Directors of the Corporation may provide that the share transfer
records shall be closed for a stated period but not to exceed, in any case, 60
days. If the share transfer records shall be closed for the purpose of
determining shareholders, such records shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the share transfer
records, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than 60 days and, in the 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 is to be taken. If the share transfer records are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a distribution (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares)
or share 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 distribution or
share 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 except where the
determination has been made through the closing of share transfer records and
the stated period of closing has expired.

SECTION 6. FIXING RECORD DATES FOR CONSENTS TO ACTION. Unless a record
date shall have previously been fixed or determined pursuant to this section 6,
whenever action by shareholders is proposed to be taken by consent in writing
without a meeting of shareholders, the Board of Directors may fix a record date
for the purpose of determining shareholders entitled to consent to that action,
which record date shall not precede, and shall not be more than ten days after,
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of Directors
and the prior action of the Board of Directors is not required by the Florida
Business Corporation Act (herein called the "Act"), the record date for
determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office, its principal place if business, or an
officer or agent of the Corporation having custody of the records in which
proceedings of meetings of shareholders are recorded. Delivery shall be by hand
or by certified or registered mail, return receipt requested. Delivery to the
Corporation's principal place of business shall be addressed to the President or
the Chief Executive Officer of the Corporation. If no record date shall have
been fixed by the Board of Directors and prior action of the Board of Directors
is required by the Act, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be at the close of business
on the date which the Board of Directors adopts a resolution taking such prior
action.

2
<PAGE>

SECTION 7. LIST OF SHAREHOLDERS. The officer or agent of the
Corporation having charge of the share transfer records for shares of the
Corporation shall make, at least ten days before each meeting of the
shareholders, a complete list of the share-holders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of voting shares held by each, with list, for a period
of ten days prior to such meeting, shall be kept on file at the registered
office or principal place of business of the Corporation and shall be subject to
inspection by any shareholder at any time during the usual business hours of the
Corporation. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share transfer records shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or transfer records or to vote any meeting of shareholders. Failure to
comply with the requirements of this Section shall not affect the validity of
any action taken at such meeting.

SECTION 8. QUORUM. A quorum shall be present at a meeting of
shareholders if the holders of share having a majority of the voting power
represented by all issued and outstanding share entitled to vote at the meeting
are present in person or represented by proxy at such meeting, unless otherwise
provided by the Articles of Incorporation in accordance with the Act. Once a
quorum is present at a meeting of shareholders, the shareholders represented in
person or by proxy at the meeting may conduct such business as may properly be
brought before the meeting until it is adjourned, and the subsequent withdrawal
from the meeting of any shareholder or the refusal of any shareholder
represented in person or by proxy to vote shall not affect the presence of a
quorum at the meeting. If, however, a quorum shall not be present at any meeting
of shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn the meeting, without notice
other than announcement at the meeting, until such time and to such place as may
be determined by a vote of the holders of a majority of the share represented in
person or by proxy at such meeting until a quorum shall be present. At such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally noticed.

SECTION 9. VOTING. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares entitled to vote, present in person or
represented by proxy at such meeting, shall decide any matter brought before
such meeting, other than the election of directors or a matter for which the
affirmative vote of the holders of a specified portion of the shares entitled to
vote is required by the Act, and shall be the act of the shareholders, unless
otherwise provided by the Articles of Incorporation or these Bylaws in
accordance with the Act.

Unless otherwise provided in the Articles of Incorporation or these
Bylaws in accordance with the Act, directors of the Corporation shall be elected
by a plurality of the votes cast by the holders of shares entitled to vote in
the election of directors at a meeting of shareholders at which a quorum is
present.

3
<PAGE>

At every meeting of the shareholders, each shareholder shall be
entitled to such number of votes, in person or by proxy, for each share having
voting power held by such shareholder, as is specified in the Articles of
Incorporation (including the resolution of the Board of Directors (or a
committee thereof) creating such shares), except to the extent that the voting
rights of the shares of any class or series are limited or denied by the
Articles of Incorporation. At each election of directors, every shareholder
shall be entitled to cast, in person or by proxy, the number of votes to which
the shares owned by him are entitled for as many persons as there are directors
to be elected and for whose election he has a right to vote. Cumulative voting
is prohibited by the Articles of Incorporation. Every proxy must be executed in
writing by the shareholder. A telegram, telex, cablegram ram, or similar
transmission by the shareholder, or a photographic, photostatic, facsimile, or
similar reproduction of a writing executed by the shareholder, shall be treated
as an execution in writing for the purposes of this Section 9. No proxy shall be
valid after 11 months from the date of its execution unless otherwise provided
therein. Each proxy shall be revocable unless (i) the proxy form conspicuously
states that the proxy is irrevocable, and (ii) the proxy is coupled with an
interest, as defined in the Act and other Florida law.

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 corporation may
determine.

Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as trustee.

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 being transferred into his name, if such authority is
contained in an appropriate order of the court that appointed the receiver.

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.

SECTION 10. ACTION BY CONSENT. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled to vote
with respect to the action that is the subject of the consent.

4
<PAGE>

In addition, if the Articles of Incorporation so provide, any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting, without prior notice, and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holder or holders of shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders of
all shares entitled to vote on the action were present and voted. Prompt notice
of the taking of any action by shareholder without a meeting by less than
unanimous written consent shall be given to those shareholders who did not
consent in writing to the action.

Every written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective to take
the action that is the subject of the consent unless, within 60 days after the
date of the earliest dated consent delivered to the Corporation and set forth
below in this Section 10, the consent or consents signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take the action that is the subject of the consent are delivered to
the Corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation having custody of the
records in which proceedings of meetings of shareholders are recorded. Delivery
shall be by hand or certified or registered mail, return receipt requested.
Delivery to the Corporation's principal place of business shall be addressed to
the President or the Chief Executive Officer of the Corporation. A telegram,
telex, cablegram, or similar transmission by a shareholder, or a photographic,
photostatic, facsimile, or similar reproduction of a writing signed by a
shareholder, shall be regarded as signed by a shareholder for the purposes of
this Section 10.

SECTION 11. PRESENCE AT MEETINGS BY MEANS OF COMMUNICATIONS EQUIPMENT.
Shareholders may participate in and hold a meeting of the shareholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 11 shall constitute present in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

SECTION 1. NUMBER OF DIRECTORS. The number of directors of the
Corporation shall be fixed from time to time by resolution of the Board of
Directors, but in no case shall the number of directors be less than one. Until
otherwise fixed by resolution of the Board of Directors, the number of directors
shall be seven. No decreases in the number of directors shall have the effect of
reducing the term of any incumbent director. Directors shall be elected at each
annual meeting of the shareholders by the holders of shares entitled to vote in
the election of directors, except as provided in Section 2 of this Article III,
and each director shall hold office until the annual meeting of shareholders
following his election or until his successor is elected and qualified.
Directors need not be residents of the State of Florida or shareholders of the
Corporation.

5
<PAGE>

SECTION 2. VACANCIES. Subject to other provisions of this Section 2,
any vacancy occurring in the Board of Directors may be filled by election at an
annual or special meeting of the shareholders called for that purpose or by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 8 of this Article III. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
election at an annual meeting or at a special meeting of shareholders called for
that purpose or may be filled by the Board of Directors for a term of office
continuing only until the next election of one or more directors by the
shareholders; provided that the Board of Directors may not fill more than two
such directorships during the period between any two successive annual meetings
of shareholders. Shareholders holding a majority of shares then entitled to vote
at an election of directors may, at any time and with or without cause,
terminate the term of office of all or any of the directors by a vote at any
annual or special meeting called for that purpose. Such removal shall be
effective immediately upon such shareholder action even if successors are not
elected simultaneously, and the vacancies on the Board of Directors caused by
such action shall be filled only by election by the shareholders.

Notwithstanding the foregoing, whenever the holders of any class or
series of shares are entitled to elect one or more directors by the provisions
of the Articles of Incorporation, only the holders of shares of that class or
series shall be entitled to vote for or against the removal of any director
elected by the holders of shares of that class or series; and any vacancies in
such directorships and any newly created directorships of such class or series
to be filled by reason of an increase in the number of such directors may be
filled by the affirmative vote of a majority of the directors elected by such
class or series then in office or by a sole remaining director so elected, or by
the vote of the holders of the outstanding shares of such class or series, and
such directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Articles of Incorporation.

SECTION 3. GENERAL POWERS. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, its Board of Directors,
which may do or cause to be done all such lawful acts and things, as are not by
the Act, the Articles of Incorporation or these Bylaws directed or required to
be exercised or done by the shareholders.

SECTION 4. PLACE OF MEETINGS. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Florida.

SECTION 5. ANNUAL MEETINGS. The first meeting of each newly elected
Board of Directors shall be held, without further notice, immediately following
the annual meeting of shareholders at the same place, unless by the majority
vote or unanimous consent of the directors then elected and serving, such time
or place shall be changed.

6
<PAGE>

SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held with or without notice at such time and place as the Board of
Directors may determine by resolution.

SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chief Executive Officer and shall be
called by the Secretary on the written request of a majority of the incumbent
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by such person or persons. Notice of any special
meeting shall be given at least 24 hours previous thereto if given either
personally (including written notice delivered personally or telephone notice)
or by telex, telecopy, telegram or other means of immediate communication, and
at least 72 hours previous thereto if given by written notice mailed or
otherwise transmitted to each director at the address of his business or
residence. 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. Any director may waive notice of any
meeting, as provided in Section 2 of Article IV of these Bylaws. The attendance
of a director at a 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 on the ground that the meeting is not
lawfully called or convened.

SECTION 8. QUORUM AND VOTING. At all meetings of the Board of
Directors, the presence of a majority of the number of directors fixed in the
manner provided in Section 1 of this Article III shall constitute a quorum for
the transaction of business. At all meetings of committees of the Board of
Directors (if one or more be designated in the manner described in Section 9 of
this Article III), the presence of a majority of the number of directors fixed
from time to time by resolution of the Board of Directors to serve as members of
such committees shall constitute a quorum for the transaction of business. The
affirmative vote of at least a majority of the directors present and entitled to
vote at any meeting of the Board of Directors or a committee of the Board of
Directors at which there is a quorum shall be the act of the Board of Directors
or the Committee, except as may be otherwise specifically provided by the Act,
the Articles of Incorporation or these Bylaws. Directors with an interest in a
business transaction of the Corporation and directors who are directors or
officers or have a financial interest in any other corporation, partnership,
association or other organization with which the Corporation is transacting
business may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee of the Board of Directors to authorize
such business transaction. If a quorum shall not be present at any meeting of
the Board of Directors or a committee thereof, a majority of the directors
present thereat may adjourn the meeting, without notice other than announcement
at the meeting, until such time and to such place as may be determined by such
majority of directors, until a quorum shall be present.

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SECTION 9. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors
may, by resolution passed by a majority of the whole Board of Directors,
designate from among its members one or more committees, each of which shall be
composed of one or more of its members, and may designate one or more of its
members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. Any such committee, to the extent
provided in the resolution of the Board of Directors designating the committee
or in the Articles of Incorporation or these Bylaws, shall have and may exercise
all of the authority of the Board of Directors of the Corporation, except where
action of the Board of Directors is required by the Act or by the Articles of
Incorporation. Any member of a committee of the Board of Directors may be
removed, for or without cause, by the affirmative vote of a majority or the
whole Board of Directors. If any vacancy or vacancies occur in a committee of
the Board of Directors caused by death, resignation, retirement,
disqualification, removal from office or otherwise, the vacancy or vacancies
shall be filled by the affirmative vote of a majority of the whole Board of
Directors. Such committee or committees shall have such name or names as may be
designated by the Board of Directors and shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

SECTION 10. COMPENSATION OF DIRECTORS. Unless otherwise provided by
resolution of the Board of Directors, directors, as members of the Board of
Directors or of any committee thereof, shall not be entitled to receive any
stated salary for their services. Nothing herein contained, however, shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefore.

SECTION 11. ACTION BY UNANIMOUS CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent, setting
forth the action so taken, is signed by all the members of the Board of
Directors or the committee, as the case may be, and such written consent shall
have the same force and effect as a unanimous vote at a meeting of the Board of
Directors.

SECTION 12. PRESENCE AT MEETINGS BY MEANS OF COMMUNICATIONS EQUIPMENT.
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors, may participate in and hold a meeting of such board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to the Section 12 shall
constitute presence in person at such meeting, except where a person
participated in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or conceived.

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ARTICLES IV

NOTICES

SECTION 1. FORM OF NOTICE. Whenever under the provisions of the Act,
the Articles of Incorporation or these Bylaws, notice is required to be given to
any director or shareholder, and no provision is made as to how such notice
shall be given, it shall not be construed to mean personal notice exclusively,
but any such notice may be given in writing, by mail, postage prepaid, or by
telex, telecopy, or telegram, or other means of immediate communication,
addressed or transmitted to such director or shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same be thus
deposited, postage prepaid, in the United States mail as aforesaid. Any notice
required or permitted to be given by telex, telecopy, telegram, or other means
of immediate communication shall be deemed to be given at the time of actual
delivery.

SECTION 2. WAIVER. Whenever under the provisions of the Act, the
Articles of Incorporation or these, Bylaws, any notice is required to be given
to any director or shareholder of the Corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated in such notice, shall be equivalent to the giving of such
notice.

SECTION 3. WHEN NOTICE UNNECESSARY. Whenever under provisions of the
Act, the Articles of Incorporation or these Bylaws, any notice is required to be
given to any shareholder, such notice need not be given to the share-holder if
(1) notice of two consecutive annual meetings and all notices of meetings held
during the period between those annual meetings, if any, or (2) all (but in no
event less than two) payments (if sent by first class mail) of distributions or
interest on securities during a 12-month period have been mailed to that person,
addressed at his address as shown on the records of the Corporation, and have
been returned undeliverable. Any action or meeting taken or held without notice
to such a person shall have the same force and effect as if the notice had been
duly given. If such a person delivers to the Corporation a written notice
setting forth his then current address, the requirement that notice be given to
that person shall be reinstated.

ARTICLE V

OFFICERS

SECTION 1. GENERAL. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers, all of whom shall also be officers. Two or more offices
may be held by the same person.

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SECTION 2. ELECTION. The Board of Directors shall elect the officers of
the Corporation at each annual meeting of the Board of Directors. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and shall determine the salaries of all officers and agents from time to time.
The officers shall hold office until their successors are chosen and qualified.
No officer need be a member of the Board of Directors except the Chairman of the
Board, if one be elected. Any officer elected or appointed by the Board of
Directors may be removed, with or without cause, at any time by a majority vote
of the whole Board. Election or appointment of an officer or agent shall not of
itself create contract rights.

SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside, when present, at all meetings of shareholders and at all meetings
of the Board of Directors. He shall see that all orders and resolutions of the
Board of Directors and the shareholders are carried into effect. He shall be the
key representative of the Company to the investment community.

SECTION 3A. CHIEF EXECUTIVE OFFICER The Chief Executive Officer shall
be the ranking Officer of the Corporation, and shall have the duties and
responsibilities, and the authority and power for the operation of the
Corporation. He shall have general authority to execute bonds, deeds and
contracts in the name of the Corporation to sign stock certificates; to sign all
corporate checks, and negotiate all bank transfers of funds on behalf of the
Corporation; to borrow money on behalf of the Corporation; to make loans from
the Corporation to any corporate officer, director, employee, subsidiary, or any
other entity, as is reasonable and prudent under the prevailing circumstances;
to cause the employment or appointment of such officers, employees and agents of
the Corporation as the proper conduct of operations may require, and to fix
their compensation, subject to the provisions of these Bylaws, to remove or
suspend any officer, employee or agent who shall have been employed or appointed
under the authority of the Board of Directors, his authority or under authority
of an officer subordinate to him; and, in general, to exercise all the powers
and authority usually appertaining to the chief executive officer of a
corporation, except as otherwise provided in these Bylaws.

SECTION 4. PRESIDENT. The President shall be the chief operation officer of the
company and will have the responsibility, power and authority to direct the
daily operation of the company. He shall direct the technical, support and
infrastructure development and operation of the Company. He shall have the
authority to cause the employment or appointment of such officers, employees and
agents of the Corporation as the proper conduct of operations may require, and
to fix their compensation, subject to the provisions of these Bylaws, to remove
or suspend any officer, employee or agent who shall have been employed or
appointed under the authority of the Board of Directors, his authority or under
authority of an officer subordinate to him; and, in general, to exercise all the
powers and authority usually appertaining to the President of a corporation,
except as otherwise provided in these Bylaws.

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SECTION 5. VICE PRESIDENTS. In the absence of the President or in the
event of his inability or refusal to act, the Vice President, if any (in the
event there be more than one, the Vice Presidents in the order designated or, in
the absence of any designation, then in the order of their election), shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer or the Chief Operating Officer
may from time to time prescribe. The Vice President in charge of finance, if
any, shall also perform the duties and assume the responsibilities described in
Section 9 of this Article for the Treasurer, and shall report directly to the
Chief Executive Officer of the Corporation.

SECTION 6. ASSISTANT VICE PRESIDENTS. In the absence of a Vice
President or in the event of his inability or refusal to act, the Assistant Vice
President, if any (or, if there be more than one, the Assistant Vice Presidents
in the order designated or, in the absence of any designation, then in the order
of their election), shall perform the duties and exercise the powers of that
Vice President, and shall perform such other duties and have such other powers
as the Board of Directors, the Chief Executive Officer, the Chief Operating
Officer or the Vice President under whose supervision he is appointed may from
time to time prescribe.

SECTION 7. SECRETARY. The Secretary shall attend and record minutes of
the proceedings of all meetings of the Board of Directors and any committees
thereof and all meetings of the shareholders. He shall file the records of such
meetings in one or more books to be kept by him for that purpose. Unless the
Corporation has appointed a transfer agent or other agent to keep such a record,
the secretary shall also keep at the Corporation's registered office or
principal place of business a records of the original issuance of shares issued
by the Corporation and a record of the original issuance of shares issued by the
Corporation and a record of each transfer of those shares that have been
presented to the Corporation for registration or transfer. He shall give or
cause to be given, notice of all meetings of the shareholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or the Chief Executive Officer, under
whose supervision he shall be. He shall have custody of the corporate seal of
the Corporation of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature. The Secretary shall keep and account for all books, documents, papers
and records of the Corporation except those for which some other officer or
agent is properly accountable. He shall have authority to sign stock
certificates and shall generally perform all the duties usually appertaining to
the office of the secretary of a corporation.

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SECTION 8. ASSISTANT SECRETARIES. In the absence of a Secretary or in
the event of his inability or refusal to act, the Assistant Secretary, if any
(or, if there be more than one, the Assistant Secretary in the order designated
or, in the absence of any designation, then in the order of their election),
shall perform the duties and exercise the powers of the Secretary, and shall
perform such other duties and have such other powers as the Board of Directors,
the Chief Executive Officer, the Chief Operating Officer or the Secretary may
from time to time prescribe.

SECTION 9. TREASURER. The Treasurer, if any (or the Vice President in
charge of finance, if one be elected), shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Executive Officer and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration of the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if any, and he shall
perform such other duties as may be prescribed by the Board of Directors, the
Chief Executive Officer or any such Vice President in charge of finance.

SECTION 10. ASSISTANT TREASURERS. In the absence of the Treasurer or in
the event of his inability or refusal to act, the Assistant Treasurer, if one be
elected (or, if there shall be more than one, the Assistant Treasurer in the
order designated or, in the absence of any designation, then in the order of
their election), shall perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer or the Treasurer may from time
to time prescribe.

SECTION 11. BONDING. If required by the Board of Directors, all or
certain of the officers shall give the Corporation a bond, in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board, for
the faithful performance of the duties of their office and for the restoration
to the Corporation, in case of their death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the
Corporation.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

SECTION 1. FORM OF CERTIFICATES. The Corporation shall deliver
Certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be approved and adopted by the Board of Directors and shall be numbered
consecutively and entered in the share transfer records of the Corporation as
they are issued. Each certificate shall state on the face thereof that the
Corporation is organized under the laws of the State of Florida, the name of the
registered holder, the number and class of shares, and the designation of the
series, if any, which said certificate represents, and either the par value of
the shares or a statement that the shares are without par value. Each
certificate shall also set forth on the back thereof a full summary statement of
matters described on certificates representing shares, and shall contain a
conspicuous statement on the face thereof referring to the matters set forth on
the back thereof. Certificates shall be signed by the Chairman of the Board,
President or any Vice President and the Secretary or any Assistant Secretary,
and may be sealed with the seal of the Corporation. Either the seal of the
Corporation or the signatures of the Corporation's officers or both may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on such certificate or certificates,
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates have
been delivered by the Corporation or its agents, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed the certificate or certificates or whose facsimile signature
or signatures have been used thereon had not ceased to be such officer or
officers of the Corporation.

SECTION 2. LOST CERTIFICATES. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

SECTION 3. TRANSFER OF SHARES. Shares of stock shall be transferable
only on the share transfer records of the Corporation by the holder thereof in
person or by his duly authorized attorney. Subject to any restrictions on
transfer set forth in the Articles of Incorporation, these Bylaws or any
agreement among shareholders to which this Corporation is a party or has notice,
upon surrender to the Corporation or to the transfer agent of the Corporation of
a certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation or the transfer agent of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

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SECTION 4. REGISTERED SHAREHOLDERS. Except as otherwise provided in the
Act or other Florida law, the Corporation shall be entitled to regard the person
in whose name any shares issued by the Corporation are registered in the share
transfer records of the Corporation at any particular time (including, without
limitation, as of the record date fixed pursuant to Section 5 or Section 6 of
Article II hereof) as the owner of those shares and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof.

ARTICLE VII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

SECTION 1. GENERAL. The Corporation shall indemnify persons who are or
were a director, officer, employee or agent of the Corporation, or persons who
are not or were not directors, officers, employees or agents of the Corporation
but who are or were serving at the request of the Corporation as a director,
officer, trustee, employee, agent or similar functionary of another foreign or
domestic corporation, trust, partnership, joint venture, sole proprietorship,
employee benefit plan or other enterprise (such persons collectively referred to
herein as "Corporate Functionaries") against any and all liability and
reasonable expense that may be incurred by them in connection with or resulting
from (a) any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, (b) an
appeal in such an action, suit or proceeding, all to the full extent permitted
by the Florida Business Corporation Act. The rights of indemnification
provided for in this Article VII shall be in addition to all rights to which
any Corporate Functionary may be entitled under any agreement or vote of
shareholders or as a matter of law or otherwise.

SECTION 2. INSURANCE. The Corporation may purchase or maintain
insurance on behalf of any Corporate Functionary against any liability asserted
against him and incurred by him in such a capacity or arising out of his status
as a Corporate Functionary, whether or not the Corporation would have the power
to indemnify him or her against the liability under the Act or these Bylaws;
provided, however, that if the insurance or other arrangement is with a person
or entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of a liability
with respect to which the Corporation would not have the power to indemnify the
person only if including coverage for the additional liability has been approved
by the shareholders of the Corporation. Without limiting the power of the
Corporation to procure or maintain any kind of insurance or arrangement, the
Corporation may, for the benefit of persons indemnified by the Corporation, (i)
create a trust fund, (ii) establish any form of self-insurance, (iii) secure its
indemnification obligation by grant of any security interest or other lien on
the assets of the Corporation, or (iv) establish a letter of credit, guaranty of
surety arrangement. Any such insurance or other arrangement may be procured,
maintained or established within the Corporation or its affiliates or with any
insurer or other person deemed appropriate by the Board of Directors of the
Corporation regardless of whether all or part of the stock or other securities
thereof are owned in whole or in part by the Corporation. In the absence of
fraud, the judgment of the Board of Directors of the Corporation as to the terms
and conditions of such insurance or other arrangement and the identity of the

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insurer or other person participating in an arrangement shall be conclusive, and
the insurance or arrangement shall not be voidable and shall not subject the
directors approving the insurance or arrangement to liability, on any ground,
regardless of whether directors participating in approving such insurance or
other arrangement shall be beneficiaries thereof.

ARTICLE VIII

GENERAL PROVISIONS

SECTION 1. DISTRIBUTIONS AND SHARE DIVIDENDS. Distributions or share
dividends to the shareholders of the Corporation, subject to the provisions of
the Act and the Articles of Incorporation, if any, may be declared by the Board
of Directors at any regular or special meeting. Distributions may be declared
and paid in cash or in property (other than shares or rights to acquire shares
of the Corporation) provided that all such declarations and payments of
distributions, and all declarations and issuances of share dividends, shall be
in strict compliance with all applicable laws and the Articles of Incorporation.

SECTION 2. RESERVES. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the
Board of Directors from time to time, in its discretion, deems proper to provide
for contingencies, or to equalize distributions or share dividends, or to repair
or maintain any property of the Corporation, or for such other proper purpose as
the Board shall deem beneficial to the Corporation, and the Board may increase,
decrease or abolish any reserve in the same manner in which it was created.

SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.

SECTION 4. SEAL. The Corporation may have a seal which may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced. Any officer of the Corporation shall have authority to affix the
seal to any document requiring it.

SECTION 5. RESIGNATION. Any director, officer or agent of the
Corporation may resign by giving written notice to the President or the
Secretary. The resignation shall take effect at the time specified therein, or
immediately if no time is specified therein. Unless specified in such notice,
the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE IX

AMENDMENT TO BYLAWS

Unless otherwise provided by the Articles of Incorporation or a bylaw
adopted by the shareholders of the Corporation, these Bylaws may be amended or
repealed, or new Bylaws may be adopted, at any meeting of the shareholders of
the Corporation or of the Board of Directors at which a quorum is present, by
the affirmative vote of the holders of a majority of the shares or the
directors, as the case may be, present at such meeting.

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CERTIFICATION

I, Charles E. Harder, Chairman, hereby certify that the foregoing is a
true, accurate and complete copy of the Bylaws of Energy Liberty Unlimited,
Inc. adopted by its Board of Directors as of March 15, 1999.

[SIGNATURE APPEARS HERE]
-------------------------------
Chairman

<PAGE>

Exhibit 5

[LETTERHEAD OF LAWRENCE A. LEMPERT APPEARS HERE]

February 25, 1999

Energy Liberty Unlimited, Inc.
P.O. Box U
White Springs, Florida 32096

RE: ENERGY LIBERTY UNLIMITED, INC. Registration Statement on Form SB-2

Gentlemen:

My Activities as Legal Counsel For the Company

I have acted as legal counsel to Energy Liberty Unlimited, Inc. ("the
company"). I have provided legal services in connection with the Company's
proposed distribution of 3,000,000 shares of the Company's no par value Common
Stock (the "Common Stock"). The Common Stock is more particularly described in
the Prospectus in the Registration Statement (No. 333-xxxxx) on Form SB-2 (the
"Registration Statement"), filed by the Company under the Securities Act of
1933, as amended. In such capacity, I have examined the corporate records of the
Company, including its Articles of Incorporation, Bylaws, and Minutes of
Meetings and Consents of its Directors. I also have examined and participated in
the preparation of the Registration Statement.

My Opinion Relating to the Securities Offering

Based upon the foregoing investigations and examinations, I am of the
opinion that under the laws of the State of Florida.

1. Valid Corporation. The Company is a corporation duly incorporated and
existing under the Laws of the State of Florida.

2. Authorized Stock. The Company's authorized Stock consists of 100,000,000
shares of voting Common stock with no par value.

3. Validity and Nonassessibility of Stock Being Sold.

The shares of the Company's Common Stock being offered for sale, upon receipt of
the consideration therefor (there being no par value) and satisfaction of any
other specified conditions (including compliance with federal and state
securities laws), when issued, will be duly authorized and issued, fully paid
and nonassessable.
<PAGE>

Consent To Use of Opinion and To References in Prospectus

I consent to the filing of this opinion with the U.S. Securities and
Exchange Commission as an Exhibit to the Registration Statement, as amended, and
with any state or self regulatory agencies for qualification or registration for
sale. I also consent to the reference to me under the caption "Legal Matters" in
the Prospectus contained in the Registration Statement, as amended.

Very truly yours,

/s/ Lawrence A. Lempert
Lawrence A. Lempert, Esquire
1601 W. Sligh Avenue
Tampa, Florida 33604