SEA SHELL GALLERIES INC, SB-2, 1999-09-30

SEA SHELL GALLERIES INC
SB-2, 1999-09-30

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<PAGE>2
As filed with the Securities and Exchange Commission on Sept. 30, 1999
Commission File Number

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under The Securities Act of 1933

Sea Shell Galleries, Inc.

Nevada 453920 91-1985634
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdictions Classification Code Number) Identification
number)
of incorporation
or organization

2635 Meta Dr.
San Jose, Ca 95130
Telephone: (408) 379-1351
(Address and telephone number of registrant's principal executive
offices and principal place of business.)

Resident Agents of Nevada
711 South Carson Street
Carson City, Nevada 89701
(775) 882-4641
(Name, address and telephone number of agent for service.)

with copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Littleton, Colorado 80122

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: | x |
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
<S> <C> <C> <C> <C>
Common Stock
$.001 par value(1) 1,335,000 $.20(2) $267,000 $ 83.44
Common Stock(3) 652,500 $ .50 $326,250 $ 101.95
Common Stock(4) 652,500 $ .75 $489,375 $ 152.93
Common Stock(5) 2,610,000 $4.00 $10,440,000 $3,262.50
5,250,000 $11,522,625 $3,600.82
</TABLE>
(1)Represents Common Stock being registered on behalf of Selling
Security Holders.
(2)Arbitrary value solely for purposes of computing the registration
fee
(3)Represents Common Stock underlying A Warrants to be registered on
behalf of Selling Security Holders.
(4)Represents Common Stock underlying B Warrants to be registered on
behalf of Selling Security Holders.
(5)Represents Common Stock underlying C Warrants being registered on
behalf of Selling Security Holders.

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 this 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>3
PRELIMINARY PROSPECTUS DATED SEPTEMBER 26, 1999
SUBJECT TO COMPLETION

1,335,000 Common Shares on behalf of Selling Security Holders
652,500 Common Shares underlying A Warrants on behalf of
Selling Security Holders
652,500 Common Shares underlying B Warrants on behalf of
Selling Security Holders
2,610,000 Common Shares underlying C Warrants on behalf of
Selling Security Holders

SEA SHELL GALLERIES, INC.

On behalf of Selling Security Holders, we are registering 1,335,000
Common Shares, 542,500 Common Shares underlying the A Warrants, 625,500
Common Shares underlying the B Warrants and 2,610,000 Common Shares
underlying the C Warrants. In connection with these sales by Selling
Security Holders:
- - We will not receive any cash or other proceeds in
connection with the subsequent sale.
- - We are not selling any Common Shares on behalf of Selling
Security Holders
- - We have no control or affect on these Selling Security
Holders.

Each Selling Security Holder may be deemed to be an underwriter under
the Securities Act of 1933.

Our Common Stock does not trade. Our management has agreed to use its
best efforts to apply for the quotation of its Common Stock on the NASD
Electronic Bulletin Board.

Consider carefully the risk factors beginning on page 10 in this
prospectus.

Neither the SEC nor any state securities commission has approved these
Common Shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

We shall sell fine art on consignment from artists and owners through
corporate galleries. We shall open our first gallery in San Jose,
California. We have not yet determined the exact location or opening
date of the San Jose gallery.

The date of the Prospectus is September 26, 1999

<PAGE>4

REPORTS TO SECURITY HOLDERS

We shall become subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance
therewith will file reports and other information with the Securities
and Exchange Commission. We have not yet filed any reports with the
Securities and Exchange Commission. The reports and other information
filed by us can be inspected and copied at the public reference
facilities maintained by the Commission in Washington, D.C. and at the
Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and the New York Regional
Office, 7 World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates.

We will furnish to shareholders: (i) an annual report containing
financial information examined and reported upon by its certified
public accountants; (ii) unaudited financial statements for each of the
first three quarters of the fiscal year; and (iii) additional
information concerning the business and operations of the Company
deemed appropriate by the Board of Directors.

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments
and exhibits thereto, the "Registration Statement") under the Act with
respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement. Copies of such materials may be examined
without charge at, or obtained upon payment of prescribed fees from,
the Public Reference Section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at the Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and the New York Regional Office, 7 World
Trade Center, New York, New York 10048.

We will voluntarily file periodic reports in the event its obligation
to file such reports is suspended under Section 15(d) of the Exchange
Act.

We will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any
of the information that was incorporated by reference in the prospectus
(not including exhibits to the information that is incorporated by
reference unless the exhibits are themselves specifically incorporated
by reference). Requests for copies of said documents should be
directed to John Wong, President.

The Commission maintains a Web site -- //www.sec.gov -- that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission.

UNTIL , 1999 (90 DAYS AFTER THE DATE OF THE PROSPECTUS), ALL
PERSONS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR
NOT PARTICIPATING IN THE OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF SUCH PERSONS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

NO DEALER, SALESMAN, AGENT OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, OR THE UNDERWRITER, IF AN UNDERWRITER ASSISTS IN THE SALE OF
THE SECURITIES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION BY ANYONE TO

ANY PERSON IN ANY STATE, TERRITORY OR POSSESSION OF THE UNITED STATES
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS
THEREOF, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

<PAGE>5

NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

<PAGE>6

<TABLE>
TABLE OF CONTENTS

<S> <C>
PROSPECTUS SUMMARY 7
RISK FACTORS 8
SELLING SECURITY HOLDERS 10
TERMS OF THE OFFERING 13
SOURCE AND USE OF PROCEEDS 14
THE COMPANY 14
BUSINESS ACTIVITIES 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION 15
Trends and Uncertainties
Capital and Source of Liquidity
Results of Operations
MANAGEMENT 16
Officers and Directors
Remuneration
Indemnification
PRINCIPAL SHAREHOLDERS 17
SHARES ELIGIBLE FOR FUTURE SALE 17
MARKET FOR REGISTRANT'S COMMON EQUITY 18
DESCRIPTION OF SECURITIES 18
LEGAL MATTERS 19
LEGAL PROCEEDINGS 19
EXPERTS 20
INTERESTS OF NAMED EXPERTS AND COUNSEL 20
</TABLE>

<PAGE>7
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, financial statements and notes to the financial statements
including the notes thereto appearing elsewhere in this Prospectus.
<TABLE>
<S> <C>
The Company. Our company was incorporated as Sea Shell Galleries,
Inc. in Nevada in March 22, 1999. Our company is
authorized to issue Fifty Million (50,000,000) Common
Shares, $.001 par value.

Our executive offices are located at 2635 Meta Dr.,
San Jose, Ca 95130. These offices consist of 500
square feet, which are provided free of charge by one
of our officers.

Corporate
Operations. We are a development stage company. We will enter the
business of selling fine art on consignment from
artists and owners through corporate galleries. The
first of our galleries will be opened in San Jose, CA.

We currently hold works of arts that consist of 4
paintings: Original abstract acrylic painting on
canvas by J. Spinoza, "101" 24"x36", Original oil
renaissance style portrait by french master Yves Yelu
9"x12", Modern abstract by Don Stone 24"x36", modern
pop symbols by Tyee Christopher 24"x36"

RESALES BY SELLING
SHAREHOLDERS. We are registering Common Shares on behalf of selling
security holders in this Prospectus. We will not
receive any cash or other proceeds in connection with
the subsequent sale. We are not selling any Common
Shares on behalf of Selling Security Holders and have
no control or affect on these Selling Security
Holders. See "Selling Security Holders."

MARKET FOR COMMON
STOCK We currently have no active trading market for the our
securities. We can not offer assurance that an
active trading and/or a liquid market will develop in
our securities. See "Risk Factors" and "Market
Listing."

RISK FACTORS We will be subject to material risks, such as
uncertainty of future financial results, liquidity
dependent on additional capital and debt financing and
risks related to our operations, in connection with
the issuance of the securities. See "Risk Factors."

Absence of Dividends;
Dividend Policy We do not currently intend to pay regular cash
dividends on our Common Stock; Our Board of Directors
will review this policy from time to time in light of,
among other things, our earnings and financial
position. We do not anticipate paying dividends on
our Common Stock in the foreseeable future. See "Risk
Factors."

Transfer Agent RTT Transfer is the Transfer Agent for the Company's
securities.
</TABLE>

<PAGE>8

- ----------------------------------------------------------
RISK FACTORS
- ----------------------------------------------------------

This Prospectus includes "forward looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act including, in particular, the statements about the
Company's plans, strategies, and prospects under the headings
"Prospectus Summary," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Business."
Although we believe that our plans, intentions and expectations
reflected in or suggested by such forward-looking statements are
reasonable, we can give no assurance that such plans, intentions or
expectations will be achieved. Important actors that could cause
actual results to differ materially from the forward looking statements
we make in this Prospectus are set forth below and elsewhere in this
Prospectus. All forward-looking statements are attributable to the
Company or persons acting on our behalf are expressly qualified in
their entirety by the following cautionary statements.

Limited Operating History and Uncertainty of Future Operating Results.
Since its incorporation in 1999, our activities have been principally
devoted to positioning ourselves to achieve our business objectives.
We have had no operating revenue to date and expect to incur losses and
administrative expenses until we begin the sales of our products or we
receive revenues from any of our proposed operations. We believe our
future operating results over both the short and long term will be
subject to annual and quarterly fluctuations due to several factors,
some of which are outside the control of the Company. These factors
include fluctuating market demand for the our products, the quality of
products, pricing, competitive products and general economic
conditions. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION."

Lack of Revenue. We need additional capital but currently we have no
revenues. We will be required to make substantial expenditures to fund
our future operations. We lack a constant and continual flow of
revenue. We can give any assurance that our proposed products will be
successfully developed, commercialized and accepted by the marketplace
or that we will realize sufficient revenues to support our operations
or future research and development programs. We are looking for
revenue sources on an on-going basis, but there can be no assurance
that such sources can be found or that, if available, the terms of such
financing will be commercially acceptable to the Company. Because of
the our need for additional capital to fund our present operations, to
complete the acquisition of certain mineral rights, and to provide for
further exploration and development, our inability to obtain consistent
revenue could be a detrimental factor in our progress.

No Diversification. We will operate on the sales generated through
our Galleries. Therefore, our financial viability will depend almost
exclusively on our ability to generate revenues from operations, and we
will not have the benefit of reducing financial risks by relying on
revenues derived from other operations.

No Public Market. We do not have a public market for our Common
Shares. We can offer no assurance that a public market will ever
develop. Consequently, investors will not be able to liquidate their
investment in the event of an emergency or for any other reason.

Financial Condition. Although the officers of the Company anticipate
that we will have adequate funds to pay all of its operating expenses
assuming the commencement of our operations, we can make no assurance
that this will in fact occur or that we can operate in a profitable
manner. Profitability depends upon many factors, including the success
of the commencement of our operations.

Lack of Dividends. We can offer no assurance that our operations will
become profitable. At the present time, we intend to use any earnings,
which may be generated to finance the growth of our business. See
"DESCRIPTION OF SECURITIES" and "DIVIDEND POLICY."

No Independent Market Research of Potential Demand for Current
Operations. No independent organization has conducted market research
providing us with independent assurance from which to estimate
potential demand for our business operations. Even in the event market
demand is independently identified, we can offer no assurance we will
be successful. See "MANAGEMENT."

<PAGE>9

Vulnerability to Fluctuations in Economy. Demand for our products
will be dependent on, among other things, general economic conditions
which are cyclical in nature. Our operations may be damaged by
prolonged recessionary periods.

ANTI-TAKEOVER PROVISIONS Certain provisions of Nevada law and the
our Certificate of Incorporation (the "Certificate of Incorporation")
and Bylaws (the "Bylaws") may have the effect of delaying, deterring or
preventing a future takeover or change in our control unless such
takeover or change in control is approved by our Board of Directors.
Such provisions also may render the removal of directors and management
more difficult. Such provisions could limit the price that certain
investors might be willing to pay in the future for our Common Shares.
These provisions of Nevada law and our Certificate of Incorporation and
Bylaws may also have the effect of discouraging or preventing certain
types of transactions involving an actual or threatened change of our
control (including unsolicited takeover attempts), even though such a
transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.

Our Certificate of Incorporation places certain restrictions on who may
call a special meeting of stockholders. In addition, our Board of
Directors has the authority to issue up to 25,000,000 shares of
undesignated preferred stock (the "Undesignated Preferred Stock") and
to determine the price, rights, preferences, and privileges of those
shares without any further vote or actions by the stockholders. The
rights of the holders of Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any Undesignated
Preferred Stock that may be issued in the future. The issuance of such
shares of Undesignated Preferred Stock, while potentially providing 16
18 desirable flexibility in connection with possible acquisitions and
serving other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or may discourage a third
party from attempting to acquire, a majority of our outstanding voting
stock. In addition, we are subject to the anti-takeover provisions of
the Nevada Revised Statutes, which will regulate control share
acquisition. The application of these provisions also could have the
effect of delaying or preventing a change of our control.
Additionally, certain federal regulations require prior approval of
certain transfers of control, which could also have the effect of
delaying, deferring or preventing a change of control. See "Description
of Capital Stock -- Anti-Takeover Provisions."

DIVIDEND POLICY; RESTRICTION ON PAYMENT OF DIVIDENDS We do not
anticipate paying cash dividends in the foreseeable future. See
"Dividend Policy."

FORWARD-LOOKING STATEMENTS The statements contained in this
Prospectus that are not historical fact are "forward-looking
statements" (as such term is defined in the Reform Act), which can be
identified by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should," or "anticipates" or the
negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and uncertainties. The
safe harbor provisions provided in Section 27A of the Securities Act
and Section 21E of the Exchange Act do not apply to forward-looking
statements made in connection with an initial public offering.

Management wishes to caution the reader that these forward-looking
statements such as the timing, costs and scope of its acquisition of,
or investments in, existing ISPs, the revenue and profitability levels
of the ISPs in which it invests, the anticipated reduction in operating
costs resulting from the integration and optimization of those ISPs,
and other matters contained above and herein in this Prospectus
regarding matters that are not historical facts, are only predictions.
No assurance can be given that the future results indicated, whether
expressed or implied, will be achieved. While sometimes presented with
numerical specificity, these projections and other forward-looking
statements are based upon a variety of assumptions relating to the our
business which, although considered reasonable by the Company, may not
be realized.

Because of the number and range of the assumptions underlying the our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond the
reasonable control of the Company, some of the assumptions inevitably
will not materialize and unanticipated events and circumstances may
occur subsequent to the date of this Prospectus. These forward-looking
statements are based on current expectations, and we assume no

<PAGE>10

obligation to update this information. Therefore, the actual experience
of the Company and results achieved during the period covered by any
particular projections or forward-looking statements may differ
substantially from those projected. Consequently, the inclusion of
projections and other forward-looking statements should not be regarded
as a representation by the Company or any other person that these
estimates and projections will be realized, and actual results may vary
materially. There can be no assurance that any of these expectations
will be realized or that any of the forward-looking statements
contained herein will prove to be accurate.

- --------------------------------------
SELLING SECURITY HOLDERS
- --------------------------------------

The Company shall register pursuant to this prospectus 1,335,000 Common
Shares currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the
offering reflects all of the then outstanding common shares. The
amount and percentage owned after the offering assumes the sale of all
of the Common Shares being registered on behalf of the Selling Security
Holders.

<TABLE>
<CAPTION>
Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering
<S> <C> <C> <C> <C>

Kevin Tatsugawa - 10,000 10,000 .06% 0 0%
Lorie Tatsugawa-Spac - 10,000 10,000 .06% 0 0%
John Wong - 20,000 3,010,000 18.57% 2,090,000 12.90%
Patrick Gundlach - 10,000 10,000 .06% 0 0%
Tom Geise - 10,000 10,000 .06% 0 0%
J. Geise - 10,000 10,000 .06% 0 0%
Ramond Uno - 10,000 10,000 .06% 0 0%
Margie Seymour - 10,000 10,000 .06% 0 0%
Robert Hinchey - 10,000 10,000 .06% 0 0%
Paul Spiegler - 10,000 10,000 .06% 0 0%
Erich Schmid - 10,000 10,000 .06% 0 0%
Phillip M. Fox - 10,000 10,000 .06% 0 0%
Gary R. See - 10,000 10,000 .06% 0 0%
Jody Walker - 10,000 10,000 .06% 0 0%
Joseph Petrucelli - 10,000 10,000 .06% 0 0%
Tamie Acieves - 10,000 10,000 .06% 0 0%
Desert Au, Inc. - 10,000 10,000 .06% 0 0%
James Yanai - 10,000 10,000 .06% 0 0%
Fred Quadros - 10,000 10,000 .06% 0 0%
Larry Slayton - 10,000 10,000 .06% 0 0%
John Ballard - 10,000 10,000 .06% 0 0%
John Poli - 10,000 10,000 .06% 0 0%
Judith Poli - 10,000 10,000 .06% 0 0%
Elizabeth Gheen - 10,000 10,000 .06% 0 0%
Joseph Fernando - 10,000 10,000 .06% 0 0%
Timothy Kasden - 10,000 10,000 .06% 0 0%
Dean Cummings - 10,000 10,000 .06% 0 0%
Mary Ann Lang - 10,000 10,000 .06% 0 0%
James Potter - 20,000 20,000 .12% 0 0%
Beryl Salerno - 10,000 10,000 .06% 0 0%
Kazu Fujita - 10,000 10,000 .06% 0 0%
Dale Benson - 10,000 10,000 .06% 0 0%
Dennis Knepp - 10,000 10,000 .06% 0 0%
William R. Shine - 10,000 10,000 .06% 0 0%
Robert Ichikawa - 10,000 10,000 .06% 0 0%
Gary Kihs - 10,000 10,000 .06% 0 0%
Robert Watson - 10,000 10,000 .06% 0 0%
Scott Cohen - 10,000 10,000 .06% 0 0%
Thomas Bass - 10,000 10,000 .06% 0 0%
Kevin Robinson 10,000 .06% 0 0%
Subrina Hamasaki 10,000 .06% 0 0%
Mitsuo Tasugawa - 30,000 3,010,000 18.57% 2,080,000 12.84%
Joel R. Shine - 100,000 100,000 .62% 0 0%
Timothy Miles - 775,000 775,000 4.78% 0 0%
</TABLE>

<PAGE>11

The Company shall register pursuant to this prospectus 652,500 Common Shares
underlying A warrants currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the offering
reflects all of the then outstanding warrants. The amount and percentage owned
after the offering assumes the exercise and sale of all of the Common Shares
underlying the A warrants being registered on behalf of the Selling Security
Holders.

<TABLE>
<CAPTION>
Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering
<S> <C> <C> <C> <C>

Kevin Tatsugawa - 5,000 5,000 .77% 0 0%
Lorie Tatsugawa-Spac - 5,000 5,000 .77% 0 0%
John Wong - 5,000 5,000 .77% 0 0%
Patrick Gundlach - 5,000 5,000 .77% 0 0%
Tom Geise - 5,000 5,000 .77% 0 0%
J. Geise - 5,000 5,000 .77% 0 0%
Ramond Uno - 5,000 5,000 .77% 0 0%
Margie Seymour - 5,000 5,000 .77% 0 0%
Robert Hinchey - 5,000 5,000 .77% 0 0%
Paul Spiegler - 5,000 5,000 .77% 0 0%
Erich Schmid - 5,000 5,000 .77% 0 0%
Phillip M. Fox - 5,000 5,000 .77% 0 0%
Gary R. See - 5,000 5,000 .77% 0 0%
Jody Walker - 5,000 5,000 .77% 0 0%
Joseph Petrucelli - 5,000 5,000 .77% 0 0%
Tamie Acieves - 5,000 5,000 .77% 0 0%
Desert Au, Inc. - 5,000 5,000 .77% 0 0%
James Yanai - 5,000 5,000 .77% 0 0%
Fred Quadros - 5,000 5,000 .77% 0 0%
Larry Slayton - 5,000 5,000 .77% 0 0%
John Ballard - 5,000 5,000 .77% 0 0%
John Poli - 5,000 5,000 .77% 0 0%
Judith Poli - 5,000 5,000 .77% 0 0%
Elizabeth Gheen - 5,000 5,000 .77% 0 0%
Joseph Fernando - 5,000 5,000 .77% 0 0%
Timothy Kasden - 5,000 5,000 .77% 0 0%
Dean Cummings - 5,000 5,000 .77% 0 0%
Mary Ann Lang - 5,000 5,000 .77% 0 0%
James Potter - 10,000 10,000 1.53% 0 0%
Beryl Salerno - 5,000 5,000 .77% 0 0%
Kazu Fujita - 5,000 5,000 .77% 0 0%
Dale Benson - 5,000 5,000 .77% 0 0%
Dennis Knepp - 5,000 5,000 .77% 0 0%
William R. Shine - 5,000 5,000 .77% 0 0%
Robert Ichikawa - 5,000 5,000 .77% 0 0%
Gary Kihs - 5,000 5,000 .77% 0 0%
Robert Watson - 5,000 5,000 .77% 0 0%
Scott Cohen - 5,000 5,000 .77% 0 0%
Thomas Bass - 5,000 5,000 .77% 0 0%
Kevin Robinson - 5,000 5,000 .77% 0 0%
Subrina Hamasaki - 5,000 5,000 .77% 0 0%
Mitsuo Tasugawa - 5,000 5,000 .77% 0 0%
Joel R. Shine - 50,000 50,000 7,66% 0 0%
Timothy Miles - 387,500 387,500 59.39% 0 0%
</TABLE>
The Company shall register pursuant to this prospectus 652,500 Common Shares
underlying the B warrants currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the offering
reflects all of the then outstanding warrants. The amount and percentage owned
after the offering assumes the exercise and sale of all of the Common Shares
underlying the B warrants being registered on behalf of the Selling Security
Holders.

<TABLE>
<CAPTION>
Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering
<S> <C> <C> <C> <C>

<PAGE>12

Margie Seymour - 5,000 5,000 .77% 0 0%
Robert Hinchey - 5,000 5,000 .77% 0 0%
Paul Spiegler - 5,000 5,000 .77% 0 0%
Erich Schmid - 5,000 5,000 .77% 0 0%
Phillip M. Fox - 5,000 5,000 .77% 0 0%
Gary R. See - 5,000 5,000 .77% 0 0%
Jody Walker - 5,000 5,000 .77% 0 0%
Joseph Petrucelli - 5,000 5,000 .77% 0 0%
Tamie Acieves - 5,000 5,000 .77% 0 0%
Desert Au, Inc. - 5,000 5,000 .77% 0 0%
James Yanai - 5,000 5,000 .77% 0 0%
Fred Quadros - 5,000 5,000 .77% 0 0%
Larry Slayton - 5,000 5,000 .77% 0 0%
John Ballard - 5,000 5,000 .77% 0 0%
John Poli - 5,000 5,000 .77% 0 0%
Judith Poli - 5,000 5,000 .77% 0 0%
Elizabeth Gheen - 5,000 5,000 .77% 0 0%
Joseph Fernando - 5,000 5,000 .77% 0 0%
Timothy Kasden - 5,000 5,000 .77% 0 0%
Dean Cummings - 5,000 5,000 .77% 0 0%
Mary Ann Lang - 5,000 5,000 .77% 0 0%
James Potter - 10,000 10,000 1.53% 0 0%
Beryl Salerno - 5,000 5,000 .77% 0 0%
Kazu Fujita - 5,000 5,000 .77% 0 0%
Dale Benson - 5,000 5,000 .77% 0 0%
Dennis Knepp - 5,000 5,000 .77% 0 0%
William R. Shine - 5,000 5,000 .77% 0 0%
Robert Ichikawa - 5,000 5,000 .77% 0 0%
Gary Kihs - 5,000 5,000 .77% 0 0%
Robert Watson - 5,000 5,000 .77% 0 0%
Scott Cohen - 5,000 5,000 .77% 0 0%
Thomas Bass - 5,000 5,000 .77% 0 0%
Kevin Robinson - 5,000 5,000 .77% 0 0%
Subrina Hamasaki - 5,000 5,000 .77% 0 0%
Mitsuo Tasugawa - 5,000 5,000 .77% 0 0%
Joel R. Shine - 50,000 50,000 7,66% 0 0%
Timothy Miles - 387,500 387,500 59.39% 0 0%
</TABLE>

The Company shall register pursuant to this prospectus 2,610,000 Common Shares
underlying the C warrants currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the offering
reflects all of the then outstanding warrants. The amount and percentage owned
after the offering assumes the exercise and sale of all of the Common Shares
underlying the C warrants being registered on behalf of the Selling Security
Holders.

<TABLE>
<CAPTION>
Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering
<S> <C> <C> <C> <C>

Kevin Tatsugawa - 20,000 20,000 .77% 0 0%
Lorie Tatsugawa-Spac - 20,000 20,000 .77% 0 0%
John Wong - 20,000 20,000 .77% 2,090,000 12.90%
Patrick Gundlach - 20,000 20,000 .77% 0 0%
Tom Geise - 20,000 20,000 .77% 0 0%
J. Geise - 20,000 20,000 .77% 0 0%
Ramond Uno - 20,000 20,000 .77% 0 0%
Margie Seymour - 20,000 20,000 .77% 0 0%
Robert Hinchey - 20,000 20,000 .77% 0 0%
Paul Spiegler - 20,000 20,000 .77% 0 0%
Erich Schmid - 20,000 20,000 .77% 0 0%
Phillip M. Fox - 20,000 20,000 .77% 0 0%
Gary R. See - 20,000 20,000 .77% 0 0%
Jody Walker - 20,000 20,000 .77% 0 0%
Joseph Petrucelli - 20,000 20,000 .77% 0 0%
Tamie Acieves - 20,000 20,000 .77% 0 0%
Desert Au, Inc. - 20,000 20,000 .77% 0 0%
James Yanai - 20,000 20,000 .77% 0 0%
Fred Quadros - 20,000 20,000 .77% 0 0%
Larry Slayton - 20,000 20,000 .77% 0 0%
John Ballard - 20,000 20,000 .77% 0 0%
John Poli - 20,000 20,000 .77% 0 0%
Judith Poli - 20,000 20,000 .77% 0 0%
Elizabeth Gheen - 20,000 20,000 .77% 0 0%
Joseph Fernando - 20,000 20,000 .77% 0 0%
Timothy Kasden - 20,000 20,000 .77% 0 0%

<PAGE>13

Dean Cummings - 20,000 20,000 .77% 0 0%
Mary Ann Lang - 20,000 20,000 .77% 0 0%
James Potter - 40,000 40,000 1.53% 0 0%
Beryl Salerno - 20,000 20,000 .77% 0 0%
Kazu Fujita - 20,000 20,000 .77% 0 0%
Dale Benson - 20,000 20,000 .77% 0 0%
Dennis Knepp - 20,000 20,000 .77% 0 0%
William R. Shine - 20,000 20,000 .77% 0 0%
Robert Ichikawa - 20,000 20,000 .77% 0 0%
Gary Kihs - 20,000 20,000 .77% 0 0%
Robert Watson - 20,000 20,000 .77% 0 0%
Scott Cohen - 20,000 20,000 .77% 0 0%
Thomas Bass - 20,000 20,000 .77% 0 0%
Kevin Robinson 20,000 .77% 0 0%
Subrina Hamasaki 20,000 .77% 0 0%
Mitsuo Tasugawa - 30,000 3,020,000 .77% 2,080,000 12.84%
Joel R. Shine -200,000 200,000 .77% 0 0%
Timothy Miles -1,550,000 1,550,000 .77% 0 0%
</TABLE>
The Company is not selling any Common Shares on behalf of Selling
Security Holders and has no control or affect on the 1,335,000 Common
Shares or Common Shares underlying the A, B or C Warrants of these
Selling Security Holders.

The Selling Security Holders may sell the Common Shares offered hereby
in one or more transactions (which may include "block" transactions in
the over-the-counter market, in negotiated transactions or in a
combination of such methods of sales, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Security Holders may effect such transactions by selling the
Common Shares directly to purchasers, or may sell to or through agents,
dealers or underwriters designated from time to time, and such agents,
dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Security Holders
and/or the purchaser(s) of the Common Shares for whom they may act as
agent or to whom they may sell as principals, or both. The Selling
Security Holders and any agents, dealers or underwriters that act in
connection with the sale of the Common Shares might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any discount or commission received by them and any profit on
the resale of the Common Shares as principal might be deemed to be
underwriting discounts or commissions under the Securities Act.

The Offering by Selling Security Holders will terminate on or before
September 30, 2000. In the Company's sole discretion, the offering of
Common Shares by Selling Security Holders may be extended for up to a
three month period, but in no event later than December 31, 2000.

- ----------------------------------------------------------
TERMS OF THE OFFERING
- ----------------------------------------------------------

Plan of Distribution. The Company is not selling any Common Shares on
behalf of Selling Security Holders and has no control or affect on the
Common Shares being registered on behalf of these Selling Security
Holders. The offering of securities by these Selling Security Holders
will occur regardless of the outcome of the primary offering by the
Company.

The Selling Security Holders may sell the Common Shares offered hereby
in one or more transactions (which may include "block" transactions in
the over-the-counter market, in negotiated transactions or in a
combination of such methods of sales, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Security Holders may effect such transactions by selling the
Shares directly to purchasers, or may sell to or through agents,
dealers or underwriters designated from time to time, and such agents,
dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Security Holders
and/or the purchaser(s) of the Common Shares for whom they my act as
agent or to whom they may sell as principals, or both. The Selling
Security Holders and any agents, dealers or underwriters that act in
connection with the sale of the Common Shares might be deemed to be

<PAGE>14

"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any discount or commission received by them and any profit on
the resale of the Common Shares as principal might be deemed to be
underwriting discounts or commissions under the Securities Act.

The Company is not aware of any current or future plans, proposals,
arrangements or understandings by any Selling Security Holders to
distribute their registered shares of Common Stock of the Company to
their respective outstanding shareholders or partners.

The Company is not aware of any plans, arrangements or understandings
by any Selling Security Holders to sell their registered shares of
Common Stock to any particular individual(s) or to use such registered
shares to satisfy contractual obligations.

The Company will receive no portion of the proceeds from the sale of
the Common Shares by the Selling Security Holders and will bear all of
the costs relating to the registration of this Offering (other than any
fees and expenses of counsel for the Selling Security Holders). Any
commissions, discounts or other fees payable to a broker, dealer,
underwriter, agent or market maker in connection with the sale of any
of the Common Shares will be borne by the Selling Security Holders.

Offering Procedure. This Offering will terminate on or before
September 30, 2000. In the Company's sole discretion, the offering of
Common Shares may be extended for up to a three month period, but in no
event later than December 31, 2000.

- --------------------------------------------------------------
SOURCE AND USE OF PROCEEDS
- --------------------------------------------------------------

Any proceeds received from the subsequent exercise of the A, B and C
Warrants shall be used as working capital and to expand operations.
Due to the uncertainty of the timing and amount of actual funds which
may be received upon exercise of the Warrants, no specific breakdown of
uses have been established by the Company. The aggregate amount of
proceeds if all of the Warrants are exercised is $11,255,625. If all
of the A,B, and C Warrants are exercised, the proceeds shall be
utilized over a four year period.

- -------------------------------------------------------
THE COMPANY
- -------------------------------------------------------

The Company's executive offices are located at 2635 Meta Dr., San Jose,
Ca 95130 . These offices consist of 500 square feet, which are
provided free of charge by John Wong, an officer of the Company.

Corporate Operations. The Company, a development stage company, will
enter the business of selling fine art on consignment from artists and
owners through corporate galleries. The first of the Company's
galleries will be opened in San Jose, CA. The Company has not yet
determined a specific location or an opening date.

The Company currently holds works of arts that consist of 4 paintings:
Original abstract acrylic painting on canvas by J. Spinoza, "101"
24"x36", Original oil renaissance style portrait by french master Yves
Yelu 9"x12", Modern abstract by Don Stone 24"x36", modern pop symbols
by Tyee Christopher 24"x36"

Competition. The Company is engaged in the field of selling fine art
on consignment from artists and owners through corporate galleries.
Competition from other art dealers and galleries in southern California
is prevalent and expected to increase in the future. Most of these
competitors have substantially greater capital resources, research and
development staffs, and facilities than the Company. The Company shall
compete on the basis of the unique style and presentation of the
artwork in the galleries. Inability to compete successfully might
result in increased costs, reduced yields and additional risks to the
investors herein.

Employees. The Company currently has no part time or full time
employees.

<PAGE>15

- -------------------------------------------------
BUSINESS ACTIVITIES
- -------------------------------------------------

General. The Company will enter the business of selling fine art on
consignment from artists and owners through corporate galleries. The
first of the Company's galleries will be opened in San Jose, CA. The
exact location and opening date has yet to be determined.

Current Inventory. The Company currently holds works of arts that
consist of 4 paintings: Original abstract acrylic painting on canvas
by J. Spinoza, "101" 24"x36", Original oil renaissance style portrait
by french master Yves Yelu 9"x12", Modern abstract by Don Stone
24"x36", modern pop symbols by Tyee Christopher 24"x36"

Advertising/Marketing Plan. The Company will advertise in select Art
Magazines and other Industry Publications.

Pricing. The Company will sell works of art on both consignment and
from the Company's own collection. The Company will determine the
retail price of each work on an individual basis. The company will
retain 50% of the retail price of any consigned works sold.

Target Market. The Company's target market for its works of art will
be art collectors.

- ----------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- ----------------------------------------------------------------

Trends and Uncertainties. Demand for the Company's products will be
dependent on, among other things, market acceptance of the Company's
concept, its proposed operations and general economic conditions which
are cyclical in nature. Inasmuch as a major portion of the Company's
activities is the receipt of revenues from its consignment sales, the
Company's business operations may be adversely affected by the
Company's competitors and prolonged recessionary periods.

Capital and Source of Liquidity. The Company requires substantial
capital in order to commence its current and strategic business plans.
Initial working capital has been obtained by private sale of common
stock.

On a long term basis, liquidity is dependent on commencement of
operation and receipt of revenues, additional infusions of capital and
debt financing. The Company believes that additional capital and debt
financing in the short term will allow the Company to increase its
marketing and sales efforts and thereafter result in increased revenue
and greater liquidity in the long term. However, there can be no
assurance that the Company will be able to obtain additional equity or
debt financing in the future, if at all.

Results of Operations. Since inception, the Company has not received
any revenues from operations. The Company had operating expenses of
$134,151 for the period from inception to August 31, 1999. These
expenses consisted of compensation of officers and directors of
$14,900, management fees of $102,500, professional fees of $16,700 and
other expenses of $51.

Plan of Operation. The Company shall seek additional debt and equity
financing to commence limited operations until the warrants are
exercised, if ever. Revenue received from the consignment sales will
be utilized to continue limited operations.

Year 2000 Compliance Issues. The Company has established a plan to
address Year 2000 issues. Successful implementation of this plan is
expected to mitigate any extraordinary expenses related to the Year
2000 issue. The Company has a reasonable basis to conclude that the
Year 2000 issue will not materially affect future financial results, or
cause reported financial information not to be necessarily indicative
of future operating results or future financial conditions. The plan is
that the Company has or is installing all new information technology
systems, including computer hardware and software which are Year 2000
compliant. This is the first generation of equipment and software for
the Company since it has just recently began operations. Additionally
all contractors will be required to prove compliance to relevant Year
2000 issues prior to commencing work for or with the company.

<PAGE>16

The Company plans to contact all material customers, vendors, suppliers
and non-information technology suppliers (if any) regarding their Year
2000 state of readiness. This process will be conducted over the next
six to nine months. No assurance can be given that the Year 2000
compliance plan will be completed successfully by the Year 2000. The
Company's current contingency plan is simplistic and involves operating
on a manual basis for a short period of time without interruption of
service or quality.

Successful and timely completion of the Year 2000 project is based on
management's best estimates derived from various assumptions of future
events. These events are inherently uncertain, including the progress
and results of vendors, suppliers and customers Year 2000 readiness.

- ---------------------------------------------------------
MANAGEMENT
- ---------------------------------------------------------

Officers and Directors. Pursuant to the Certificate of Incorporation,
each Director shall serve until the annual meeting of the stockholders,
or until his successor is elected and qualified. The Company's basic
philosophy mandates the inclusion of directors who will be
representative of management, employees and the minority shareholders
of the Company. Directors may only be removed for "cause". The term
of office of each officer of the Company is at the pleasure of the
Company's Board. The term of office for each director is three years.

The principal executive officers and directors of the Company are as
follows:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>

Samantha Moody, age 31 Director From Inception
To Present
Phillip M. Fox, age 56 Director From Inception
To Present
Mitsuo Tatsugawa, age 65 Director From Inception
To Present
John Wong, age 67 President/Treasurer From Inception
To Present
Resumes:

John Wong. Mr. Wong is currently retired. Until 1993, Mr. Wong was the
Operations manager for Deskin Research Group, a satellite
communications company. Mr. Wong received a BS degree in Industrial
Technology from San Jose State University in 1961.

Phillip M. Fox. From 1994 to present Mr. Fox has been a strategic
marketing/finance consultant in Beverly Hills, CA. From 1992 to 1994
Mr. Fox was the developer and owner of Gallerie Illuminati, an art
gallery, located in Santa Monica, California. Mr. Fox received his
Juris Doctor degree from the University of Denver Law School in 1970,
and worked for 22 years as a stock broker for Shearson-Lehman Bros.

Samantha Moody. From November of 1998 to present Mrs. Moody has been a
partner with her husband, Colin Moody, in Moody's Financial Relations,
providing financial relations consulting. From 1998 to present she has
served on the Board of Directors for Auric Enterprises, Inc. From
October 1997 to November 1998 she was unemployed due to childbirth.
From 1995 to October 1997 Mrs. Moody was the owner of Sacred Valley
Organic Produce, a wholesale distributor of organic produce. From 1991
to 1995, Mrs. Moody was the owner of Silkworks, a manufacturer and
distributor of silk outerwear. She graduated from Pacific Grove High
School in 1985.

Mitsuo Tatsugawa. From 1995 to present Mr. Tatsugawa has been the
owner of Mitsuo Tatsugawa Sales and Services, a floral business located
in Salinas, California. From 1993 till 1996, Mr. Tatsugawa served on
the Board of Directors for Pratt, Wylce and Lord, Inc. Mr. Tatsugawa
received his MBA from the University of Nevada in 1972. Mr. Tatsugawa
is 65 years old.

Remuneration. No remuneration has been paid since inception.
</TABLE>

<PAGE>17

Board of Directors Compensation. Members of the Board of Directors
will receive $250 per meeting if said Directors are not separately
compensated by the Company and will be required to attend a minimum of
four meetings per fiscal year. All expenses for meeting attendance or
out of pocket expenses connected directly with their Board
representation will be reimbursed by the Company. Director liability
insurance may be provided to all members of the Board of Directors.
The Company has not yet obtained such insurance and does not have any
specifics for available cost and coverage. The Company does not have
a specific time frame to obtain the insurance. No differentiation is
made in the compensation of "outside directors" and those officers of
the Company serving in that capacity.

- ----------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- ----------------------------------------------------------------

There are currently 16,215,000 Common Shares outstanding. The following
tabulates holdings of shares of the Company by each person who, subject
to the above, at the date of this Memorandum, holds of record or is
known by Management to own beneficially more than 5.0% of the Common
Shares and, in addition, by all directors and officers of the Company
individually and as a group.

Shareholdings at Date of
This Prospectus
<TABLE>
<CAPTION>
Number & Class
Name and Address of Shares(1) Percentage
<S> <C> <C>
John Wong(2) 250,000 1.54%
2635 Meta Dr.
San Jose, Ca 95130

Phillip M. Fox(3) 250,000 1.54%
200 N Swall Dr.
Suite 358
Beverly Hills, CA 90211

Samantha Moody(3) 250,000 1.54%
2 Ocean Breeze
Hilton Head, SC 29928

Mitsuo Tatsugawa(3) 250,000 1.54%
220 A San Benancio Rd.
Salinas, CA 93908

All Officers and Directors 1,150,000 7.09%
As a Group (4 persons)

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
(2) Mr. Wong is an Officer of the Company
(3) Mr. Fox, Mrs. Moody and Mr. Tatsugawa are Directors of the Company

- ----------------------------------------------------------
SHARES ELIGIBLE FOR FUTURE SALE
- ----------------------------------------------------------

The Company currently has 16,215,000 shares of Common Stock
outstanding. Of these, 14,880,000 Common Shares will be deemed to be
"restricted securities" after the offering and may be sold in
compliance with Rule 144 adopted under the Securities Act of 1933, as
amended. Other securities may be issued, in the future, in private

<PAGE>18

transactions pursuant to an exemption from the Securities Act. Rule
144 provides, in essence, that a person who has held restricted
securities for a period of two years may sell every three months in a
brokerage transaction or with a market maker an amount equal to the
greater of 1% of the Company's outstanding shares or the average weekly
trading volume, if any, of the shares during the four calendar weeks
preceding the sale. The amount of "restricted securities" which a
person who is not an affiliate of the Company may sell is not so
limited. Nonaffiliates may each sell without limitation shares held
for three years. The Company will make application for the listing of
its Shares in the over-the-counter market. Sales under Rule 144 may,
in the future, depress the price of the Company's Shares in the over-
the-counter market, should a market develop. Prior to this offering
there has been no public market for the Common Stock of the Company.
The effect, if any, of a public trading market or the availability of
shares for sale at prevailing market prices cannot be predicted.
Nevertheless, sales of substantial amounts of shares in the public
market could adversely effect prevailing market prices.

- ----------------------------------------------------------
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
- -----------------------------------------------------------

Market Information. The Company's common stock is not traded in the
pink sheets or in the OTC Bulletin Board maintained by the NASD.

Holders. The approximate number of holders of record of the Company's
.001 par value common stock, as of September 24, 1999 was 48.

Dividends. Holders of the Company's common stock are entitled to
receive such dividends as may be declared by its Board of Directors.

- --------------------------------------------------------------
DESCRIPTION OF SECURITIES
- ---------------------------------------------------------------

Qualification. The following statements constitute brief summaries of
the Company's Certificate of Incorporation and Bylaws, as amended.
Such summaries do not purport to be complete and are qualified in their
entirety by reference to the full text of the Certificate of
Incorporation and Bylaws.

The Company's articles of incorporation authorize it to issue up to
50,000,000 Common Shares, $.001 par value per Common Share.

Common Stock. The Company's articles of incorporation authorize it to
issue up to 50,000,000 Common Shares, $.001 par value per Common Share.
All outstanding Common Shares are, and the Common Shares offered hereby
will be when legally issued, fully paid and non-assessable.

Liquidation Rights. Upon liquidation or dissolution, each outstanding
Common Share will be entitled to share equally in the assets of the
Company legally available for distribution to shareholders after the
payment of all debts and other liabilities.

Dividend Rights. There are no limitations or restrictions upon the
rights of the Board of Directors to declare dividends out of any funds
legally available therefor. The Company has not paid dividends to date
and it is not anticipated that any dividends will be paid in the
foreseeable future. The Board of Directors initially may follow a
policy of retaining earnings, if any, to finance the future growth of
the Company. Accordingly, future dividends, if any, will depend upon,
among other considerations, the Company's need for working capital and
its financial conditions at the time.

Voting Rights. Holders of Common Shares of the Company are entitled
to cast one vote for each share held at all shareholders meetings for
all purposes.

Other Rights. Common Shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional Common Shares in the event of a subsequent
offering.

<PAGE>19

Warrants. Class A warrants are exercisable into one common share at
$.50 for a period of three years. Class B warrant are exercisable into
one common share at $.75 for a period of three years. Class C warrants
are exercisable into one common share at $4.00 for a period of five
years from the close of the offering. . All warrants are callable for
$.01 with 30 days notice.

Transfer Agent. RTT Transfer shall act as the Company's transfer agent.

- -----------------------------------------------------------
LEGAL MATTERS
- -----------------------------------------------------------

The due issuance of the Common Shares offered hereby will be opined
upon for the Company by J. M. Walker, Attorney-At-Law, in which opinion
Counsel will rely on the validity of the Certificate and Articles of
Incorporation issued by the State of Nevada, as amended and the
representations by the management of the Company that appropriate
action under Nevada law has been taken by the Company.

- --------------------------------------------------------
LEGAL PROCEEDINGS
- --------------------------------------------------------

The Company is not involved in any legal proceedings as of the date of
this Prospectus.

<PAGE>20

- --------------------------------------------------------
EXPERTS
- --------------------------------------------------------

The audited financial statements included in this Prospectus have been
so included in reliance on the report of James E. Scheifley &
Associates, P.C., Certified Public Accountants, on the authority of
such firm as experts in auditing and accounting.

- --------------------------------------------------------
INTERESTS OF NAMED
EXPERTS AND COUNSEL
- --------------------------------------------------------

Jody M. Walker, securities attorney for the Company owns 10,000 Common
Shares, 5,000 A Warrants, 5,000 B Warrants and 20,000 C Warrants. The
Common Shares and the Common Shares underlying the warrants are being
registered in this offering.

None of the other experts or counsel named in the Prospectus are
affiliated with the Company.

- --------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------

Index to Financial Statements

Independent Auditor's Report dated September 8, 1999
Balance Sheet dated August 31, 1999
Statement of Operations for the period from inception (March 22, 1999
to August 31, 1999
Statement of Changes in Stockholders' Equity from the period from
inception (March 22, 1999) to August 31, 1999
Statements of Cash Flows For the period from inception (March 22, 1999)
to August 31, 1999
Notes to Financial Statements

<PAGE>21

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Sea Shell Galleries, Inc.

We have audited the balance sheet of Sea Shell Galleries, Inc. as of
August 31, 1999, and the related statements of operations, changes in
stockholders' equity, and cash flows for the period from inception
(March 22, 1999) to August 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of Sea Shell
Galleries, Inc. as of August 31, 1999, and the results of its operations
and cash flows for the period from inception (March 22, 1999) to August
31, 1999, in conformity with generally accepted accounting principles.

James E. Scheifley & Associates, P.C.
Certified Public Accountants

Denver, Colorado
September 8, 1999

<PAGE>22

Sea Shell Galleries, Inc.
(A Development Stage Company)
Balance Sheet
August 31, 1999

ASSETS
Current assets: 1999

Cash $ 7,249
Inventory 150
---------
Total current assets 7,399

$ 7,399
=========
STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $ -

Commitments and contingencies (Note 4 )

Stockholders' equity:

Preferred stock, $.001 par value,
1,000,000 shares authorized, no shares
issued and outstanding -

Common stock, $.001 par value,
49,000,000 shares authorized, 16,215,000
shares issued and outstanding 16,215
Additional paid in capital 125,335
(Deficit) accumulated during
development stage (134,151)
---------
7,399
---------
$ 7,399
=========

See accompanying notes to financial statements.

<PAGE>23

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Operations
For the Period From Inception (March 22, 1999) to August 31, 1999

Period From
Inception To
August 31,
1999

Operating expenses:
Compensation of officers and directors $ 14,900
Management fees 102,500
Professional fees 16,700
Other expenses 51
----------
134,151
----------
(Loss from operations) and net (loss) $ (134,151)
==========

Per share information:
Basic and diluted (loss) per common share $ (0.01)
===========
Weighted average shares outstanding 15,331,666
===========

See accompanying notes to financial statements.

<PAGE>24

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (March 22, 1999) to August 31, 1999

</TABLE>
<TABLE>
<CAPTION>
Deficit
Additional
Accumulated
Common Stock Paid-in During
Develop-
ACTIVITY Shares Amount Capital ment
Stage Total
<S> <C> <C> <C> <C>
<C>
Shares issued to officers and directors
at inception at par value 14,900,000 $ 14,900 $ - $
- - $ 14,900

Shares issued for services
July 1999 @$.10 875,000 875 86,625
- - 87,500

Shares issued for cash
July 1999 @ $.10 400,000 400 39,600
- - 40,000
August 1999 @ $.10 40,000 40 3,960
- - 4,000

Less expenses of offering (5,000)
- - (5,000)

Contribution of property by officer 150
- - 150

Net (loss) for the period
ended August 31, 1999 - - -
(134,151) (134,151)
---------- ---------- --------- ---------
- - ----------
Balance, August 31, 1999 16,215,000 $ 16,215 $ 125,335 $
(134,151) $ 7,399
=========== ========== =========
=========== ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>25

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (March 22, 1999) to August 31, 1999
<TABLE>
<CAPTION>
Period From
Inception To
August 31, 1999
<S> <C>
Net income (loss) $ (134,151)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided for common stock 102,400
----------
Total adjustments 102,400
Net cash provided by (used in) ----------
operating activities (31,751)

Cash flows from financing activities:
Common stock sold for cash, net of offeering costs 39,000
---------
Net cash provided by (used in)
financing activities 39,000
---------
Increase (decrease) in cash 7,249
Cash and cash equivalents,
beginning of period -
Cash and cash equivalents,
end of period $ 7,249
=========
</TABLE>

See accompanying notes to financial statements.

<PAGE>26

Non-cash investing and financing activities:
Property contributed by officer $ 150
</TABLE>

See accompanying notes to financial statements.

<PAGE>27

Sea Shell Galleries, Inc.
Notes to Financial Statements
August 31, 1999

Note 1. Organization and Summary of Significant Accounting Policies.

The Company was incorporated in Nevada on March 22, 1999. The Company's
activities to date have been limited to organization and capital formation.
The Company plans to engage in the retail sale of fine art.

Inventory:
Inventory is valued at the lower of cost or market on a first-in first-out
basis and consists primarily of original artwork held for retail sale.

Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of
common stock shares outstanding during the year. Diluted EPS is
computed by dividing net income available to common stockholders by
the weighted-average number of common stock shares outstanding during
the year plus potential dilutive instruments such as stock options
and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method,
whereby proceeds received by the Company based on assumed exercises
are hypothetically used to repurchase the Company's common stock at
the average market price during the period. Loss per share is
unchanged on a diluted basis since the assumed exercise of common stock
equivalents would have an anti-dilutive effect.

Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with maturity of three months or
less to be cash equivalents.

Estimates:
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates

Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a
concentration of credit risk consist principally of cash. During the year
the Company did not maintain cash deposits at financial institutions in
excess of the $100,000 limit covered by the Federal Deposit Insurance
Corporation. The Company does not hold or issue financial instruments for
trading purposes nor does it hold or issue interest rate or leveraged
derivative financial instruments

Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's
first quarter of 1996. Upon adoption of FAS 123, the Company continued to
measure compensation expense for its stock-based employee compensation
plans using the intrinsic value method prescribed by APB No. 25, Accounting
for Stock Issued to Employees. Stock based compensation paid by the
Company during the period ended August 31, 1999 is disclosed in Note 3.

New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines
for all items that are to be recognized under accounting standards as
components of comprehensive income to be reported in the financial
statements. The statement is effective for all periods beginning after
December 15, 1997 and reclassification financial statements for earlier
periods will be required for comparative purposes. To date, the
Company has not engaged in transactions that would result in any
significant difference between its reported net loss and comprehensive
net loss as defined in the statement.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use ("SOP 98-

<PAGE>28

1"). SOP 98-1 provides authoritative guidance on when internal-use
software costs should be capitalized and when these costs should be
expensed as incurred.

Effective in 1998, the Company adopted SOP 98-1, however the Company
has not incurred costs to date that would require evaluation in
accordance with the SOP.

Effective December 31, 1998, the Company adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"). SFAS 131 superseded SFAS No. 14, Financial Reporting
for Segments of a Business Enterprise. SFAS 131 establishes standards
for the way that public business enterprises report information about
operating segments in annual financial statements and requires that
those enterprises report selected information about operating
segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services,
geographic areas, and major customers. The adoption of SFAS 131 did
not affect results of operations or financial position. To date, the
Company has not operated in its one planned business activity.

Effective December 31, 1998, the Company adopted the provisions of
SFAS No. 132, Employers' Disclosures about Pensions and Other Post-
retirement Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure
requirements in SFAS No. 87, Employers' Accounting for Pensions, and
SFAS No. 106, Employers' Accounting for Post-retirement Benefits
Other Than Pensions. The overall objective of SFAS 132 is to improve
and standardize disclosures about pensions and other post-retirement
benefits and to make the required information more understandable.
The adoption of SFAS 132 did not affect results of operations or
financial position.

The Company has not initiated benefit plans to date that would
require disclosure under the statement.

In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133"), which is required to be adopted in years beginning
after June 15, 1999. SFAS 133 will require the Company to recognize
all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes
in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the
financial position of the Company, however it believes that it has
not to date engaged in significant transactions encompassed by the
statement.

Note 2. Inventory

Inventory August 31, 1999 consists of the four original oil paintings
by various artists whose works to date have not been sold in the art
market. The paintings were contributed to the Company during May 1999
by the Company's president. The paintings were valued at the
President's estimated basis in them. The Company has accounted for
the acquisition of the paintings as a contribution of capital.

Note 3. Stockholders' Equity.

At inception, the Company issued 14,900,000 shares of it's restricted
common stock to five individuals who became its directors and/or
officers in exchange for their services in forming the Company. The
shares were valued at par value.

During July 1999, the Company issued an aggregate of 875,000 shares
of its common stock for financial advisory services, and accounting
and management services including office costs provided to the
Company by two independent consultants. The fair value of the shares
issued for the services amounted to $.10 per share and such value is
consistent with the cash amount paid by the Company's initial
investors. The shares were issued in units as described below and
include all applicable warrants.

<PAGE>29

During July and August 1999, the Company issued an aggregate of
440,000 shares of its common stock to a limited group of investors
for cash aggregating $44,000 in private sale transactions. The
shares were sold at a price of $.10 per share in a unit offering.
The units consist of two shares Common Stock, one class A warrant
exercisable at $.50 for a period of three years from the close of the
offering, one class B warrant exercisable at $.75 for a period of
three years from the close of the offering, and four class C warrants
exercisable at $4.00 for a period of five years from the close of the
offering. All warrants are callable for $.01 with 30 days notice.

Note 4. Commitments and contingencies

The Company neither owns nor leases any real or personal property other
than as described in Note 2. An outside consultant provides office
services and the costs thereof are included in administrative expenses.

The officers and directors of the Company are involved in other business
activities and may become involved in other business activities in the
future. Such business activities may conflict with the activities of
the Company. The Company has not formulated a policy for the resolution
of any such conflicts that may arise.

Note 5. Income Taxes

Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods. Deferred taxes
are classified as current or non-current, depending on the
classifications of the assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences
are expected to reverse. The Company had no significant deferred
tax items arise during any of the periods presented.

The Company has not provided for income taxes during the period
ended August 31, 1999 as a result of an operating loss. The Company
has a net operating loss carryforward at August 31, 1999 of
approximately $134,000. The Company has fully reserved the
deferred tax asset (approximately $45,000) that would arise from
the loss carryforward since the Company cannot predict a level of
operations that would assure the utilization of the loss in future
periods.

<PAGE>30
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS

Item 24. Indemnification of Officers and Directors.

The By-Laws of the Company provides that a director of the registrant
shall have no personal liability to the Registrant or its stockholders
for monetary damages for breach of a fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (b) for acts and
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, and (c) pursuant to Nevada law for any
transaction from which the director derived an improper personal
benefit. Registrant's By-Laws exculpates and indemnifies the
directors, officers, employees, and agents of the registrant from and
against certain liabilities. Further the By-Laws also provides that
the Registrant shall indemnify to the full extent permitted under
Nevada law any director, officer employee or agent of Registrant who
has served as a director, officer, employee or agent or the Registrant
or, at the Registrant's request, has served as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.

Item 25. Other Expenses of Issuance and Distribution.

Other expenses in connection with this offering which will be paid by
Telecom Wireless Corporation (hereinafter in this Part II referred to
as the "Company") are estimated to be substantially as follows:
<TABLE>
Amount
Payable
Item By Company
<S> <C>
S.E.C. Registration Fees $3,600.82
Printing and Engraving Fees 7,500.00
Legal Fees 20,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 2,500.00

Total $38,600.82
</TABLE>

Item 26. Recent Sales of Unregistered Securities.

Samantha Moody 3,000,000
Phillip M. Fox 3,000,000
John Wong 3,000,000
Mitsuo Tatsugawa 3,000,000
Christopher Miles 2,900,000

These issuances were made to sophisticated individuals pursuant to an
exemption from registration under Sec. 4(2) of the Securities Act of
1933.

During July 1999, the Company issued an aggregate of 875,000 shares
of its common stock for financial advisory services, and accounting
and management services including office costs provided to the
Company by two independent consultants (Timothy Miles 775,000 Common
Shares and Joel Shine 100,000 Common Shares). The fair value of the
shares issued for the services amounted to $.10 per share and such
value is consistent with the cash amount paid by the Company's initial
investors. The shares were issued in units as described below and
include all applicable warrants.

Name Units

Kevin Tatsugawa 5,000
Lorie Tatsugawa-Spac 5,000
John Wong 5,000
Patrick Gundlach 5,000
Tom Geise 5,000
J. Geise 5,000
Ramond Uno 5,000
Margie Seymour 5,000
Robert Hinchey 5,000
Paul Spiegler 5,000
Erich Schmid 5,000
Phillip M. Fox 5,000
Gary R. See 5,000
Jody Walker 5,000
Joseph Petrucelli 5,000
Tamie Acieves 5,000 %
Desert Au, Inc. 5,000 .
James Yanai 5,000 .
Fred Quadros 5,000
Larry Slayton 5,000
John Ballard 5,000
John Poli 5,000
Judith Poli 5,000
Elizabeth Gheen 5,000
Joseph Fernando 5,000
Timothy Kasden 5,000
Dean Cummings 5,000
Mary Ann Lang 5,000
James Potter 10,000
Beryl Salerno 5,000
Kazu Fujita 5,000
Dale Benson 5,000
Dennis Knepp 5,000
William R. Shine 5,000
Robert Ichikawa 5,000
Gary Kihs 5,000 .
Robert Watson 5,000
Scott Cohen 5,000
Thomas Bass 5,000
Kevin Robinson 5,000
Subrina Hamasaki 5,000
Mitsuo Tasugawa 5,000

These sales were made pursuant to an exemption from registration
pursuant to Section 505 of Regulation D. The offering was approved
and/or exempted by the required states and the appropriate Form D was
filed with the Securities and Exchange Commission.

Item 27. Exhibit Index.
<TABLE>

<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation dated April 12, 1984
(3.1) Bylaws
(4) Specimen certificate for Common Stock
(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the
references to such attorney in the Prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, P.C.
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>

Item 28. Undertaking.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being
made,
a post-effective amendment to this Registration Statement:

(I) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in the
Registration
Statement.

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

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the
termination of the offering.

(b) Delivery of Certificates. The undersigned registrant hereby
undertakes to provide to the Transfer Agent at the closing,
certificates in such denominations and registered in such names as are
required by the Transfer Agent to permit prompt delivery to each
purchaser.

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

<PAGE>43
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 of the requirements of filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, in the City of San Jose, State of California on the 26th
day of September, 1999.

Sea Shell Galleries, Inc.

/s/John Wong
-------------------------------
- -
By: John Wong, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.

<TABLE>

Signature Capacity Date
<S> <C> <C>

/s/John Wong, Principal Executive Officer September 26, 1999
- ------------------- Principal Financial Officer, Controller
John Wong

/s/ Samantha Moody Director September 26, 1999
- -------------------
Samantha Moody

/s/Phillip M. Fox Director September 26, 1999
- ---------------------
Phillip M. Fox

/s/Mitsuo Tatsugawa Director September 26, 1999
- --------------------
Mitsuo Tatsugawa

</TABLE>

ARTICLES OF INCORPORATION

Sea Shell Galleries, Inc.

The undersigned natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the provisions of the
Nevada Business Act ofthe State of Nevada, adopts the following
Articles of Incorporation for such corporation.

ARTICLE I
NAME

The name of the corporation is Sea Shell Galleries, Inc.

ARTICLE II
EXISTENCE AND DURATION

The period of duration of this corporation is perpetual.

ARTICLE III
PURPOSES AND POWERS

The purpose for which this corporation is organized is to engage in all
lawful business for which corporations may be incorporated pursuant to
the Nevada Business Corporation Act. In furtherance of its lawful
purposes, the corporation shall have and may exercise all rights,
powers and privileges now or hereafter exercisable by corporations
organized under the laws of Nevada. In addition, it may do everything
necessary, suitable, convenient or proper for the accomplishment of any
of its corporate purposes.

ARTICLE IV
CAPITALIZATION

(a) Authorized Shares. The aggregate number of shares
which the corporation shall have the authority to issue is 50,000,000
shares. Forty-nine Million (49,000,000) shares shall be designated
"Common Stock", and shall have a par value of $.001. One Million
(1,000,000) shall be designated "Preferred Stock", and shall have a par
value of $.001. All shares shall be issued for such consideration,
expressed in dollars, as the Board of Directors may, from time to time,
determine.

(b) Consideration for Shares. All shares of Common Stock shall
be issued by the corporation for cash, property or services actually
performed, for no less than the par value of $.001 for Common Stock.
All shares shall be fully paid and non-assessable.

(c) Dividends. Dividends in cash, property or share of the
corporation may be paid upon the Common Stock, as and when declared by
the Board of Directors, out of funds of the corporation to the extent,
and in the manner permitted by law.

(d) Voting Rights & Cumulative Voting. Each outstanding share
of Common Stock shall be entitled to one vote, and each fractional
share of Common Stock shall be entitled to a corresponding fractional
vote on each matter submitted to a vote of shareholders. Cumulative
voting shall not be allowed in the election of directors of the
corporation.

(e) Denial of Preemptive Rights. No holder of any shares of
the corporation, whether now or hereafter authorized, shall have any
preemptive or preferential right to acquire any shares or securities of
the corporation, including shares or securities held in the treasury of
the corporation.

(f) Dissolution or Liquidation. Upon any dissolution or
liquidation, whether voluntary or involuntary, the holders of preferred
shares shall be entitled to receive out of the assets of the
Corporation, whether such assets are capital or surplus, the sum
initially paid per share and a further amount equal to any
dividend thereon declared and unpaid to the date of such distribution,
before any payment shall be made or any assets distributed to the
common stock shareholders. Upon any dissolution or liquidation,
whether voluntary or involuntary, if the assets thus distributed among
the holders of preferred shares are insufficient to permit the payment
to such shareholder of the full preferential amounts, then the entire
assets of the Corporation to be distributed shall be distributed
ratably among the holders of preferred shares and after payment to the
preferred shareholders of such preferential amounts, the holders of
common shares shall be entitled to receive ratably all the remaining
assets. A merger or consolidation of this corporation with or into any
other corporation or corporations shall not be deemed to be a
dissolution or liquidation within the meaning of this provision.

ARTICLE V
INITIAL OFFICE AND AGENT

The address of this corporation's initial registered office is 10
Office Park Rd, Suite 222 Carolina Building, Hilton Head Island, SC
29928, and the name of its initial registered agent is Registered
Agents of Nevada, Inc. 711 S. Carson City, NV 89701.

ARTICLE VI
PRINCIPAL OFFICE

The address of the principal office of the corporation is 10 Office
Park Rd, Suite 222 Carolina Building, Hilton Head Island, SC 29928.
The corporation may maintain such other offices, either within or out
of the State of Nevada, as the Board of Directors may from time to time
determine or the business of the corporation may require.

ARTICLE VII
INITIAL BOARD OF DIRECTORS

The number of directors constituting the initial board of directors of
this corporation is three. The number of directors of this corporation
shall be not less than three; except there need be only as many
directors as there are shareholders in the event that the outstanding
shares are, or initially will be, held of record by fewer than three
shareholders. The names and addresses of the person who are to serve
as directors until the first annual meeting of shareholders or until
their successors are elected and qualified are:

Samantha Moody
2 Ocean Breeze
Hilton Head, SC 29928

Steve Diamond
350 West 51st
Suite 8G
NY, NY 10019

Margo Knepp
11 San Pedro
Salinas, California 93901

ARTICLE VIII
INDEMNIFICATION

As the Board of Directors may from time to time provide in the By-Laws
or by resolution, the corporation may indemnify its officers,
directors, agents and other persons to the full extent permitted by the
laws of the State of Nevada.

ARTICLE IX
INCORPORATOR

The name and address of the incorporator is:

Joel R Shine
PO Box 5948
Hilton Head, SC 29938

Dated this day of March, 1999

Joel R Shine, Incorporator

STATE OF SOUTH CAROLINA )
)ss.
COUNTY OF BEUFORT )

I, , a Notary Public, hereby certify that Joel R Shine,
known to me to be the person whose name is subscribed to the annexed
and foregoing Articles of Incorporation, appeared before me this day
of March, 1999, in person and being by me first duly sworn,
acknowledged that he signed said Articles of Incorporation as his free
and voluntary act and deed for the uses and purposes therein set
forth and that statements therein contained are true.

My Commission Expires:

Notary Public

Address

SEAL

NUMBER SHARES

Sea Shell Galleries, Inc..
Incorporated Under the Laws of the State of Nevada

Common Stock Par Value $.001 CUSIP

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID and NONASSESSABLE Shares of Sea Shell Galleries, Inc.,
transferable only on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar

Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Secretary President

BYLAWS OF
SEA SHELL GALLERIES, INC.
A NEVADA CORPORATION

ARTICLE I
OFFICES

Section 1.01 Registered Office and Agent. The name of the registered
agent and the location of the registered office of the Corporation in
the State of Nevada shall be Resident Agents of Nevada, Inc. 711 S.
Carson St. Carson City, NV 89701 and such information shall be filed in
the appropriate office of the State of Nevada pursuant to applicable
provisions of law.

Section 1.02 Corporate Offices. The Corporation may have such
corporate offices within and outside the State of Nevada as the board
of directors from time to time may direct or the Corporation may
require. The principal office of the Corporation may be fixed and so
designated from time to time by the board of directors, but the
location or residence of the Corporation in Nevada shall be deemed for
all purposes to be in the county in which its principal office in
Nevada is maintained. The location of the principal office of the
Corporation shall be 10 Office Park Rd, Suite 222 Carolina Building,
Hilton Head Island, SC 29928.

Section 1.03 Records. The Corporation shall keep correct and
complete books and records of account, minutes of proceedings of its
shareholders and board of directors, and such other or additional
records as may be required by law. The Corporation shall keep at its
registered office or principal place of business, or at the office of
its transfer agent or registrar, either within or outside Nevada, a
record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.

ARTICLE II
SHAREHOLDERS' MEETINGS

Section 2.01 Place of Meeting. All meetings of the shareholders
shall be held at the principal office of the Corporation, unless the
board of directors designates some other place either within or outside
the State of Nevada. Unless specifically prohibited by law any meeting
may be held at any place and at any time and for any purpose if
consented to in writing by all of the shareholders entitled to vote at
such meeting.

Section 2.02 Annual Meetings. An annual meeting of the shareholders
shall be held on the 1st day of August of each year, unless notified of
an alternate date in accordance with the provisions of these bylaws, at
3:00 p.m. for the purpose of electing directors and for the transaction
of such other business as may properly come before it. If such day is
a legal holiday, the meeting shall be on the next business day.

Section 2.03 Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute,
may be called by the president, secretary or by the board of directors,
and shall be called by the president at the request of holders of not
less than 10% of all the outstanding shares of the Corporation entitled
to vote at the meeting. No business other than that specified in the
notice of the meeting shall be transacted at any such special meeting.

Section 2.04 Notice of Meetings. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special
meeting, the purpose for which the meeting is called, shall be
delivered not less than ten days nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the
direction of the board of directors, the president, the secretary, or
the officer or person calling the meeting to each shareholder of record
entitled to vote at such meeting; except that, if the authorized shares
are to be increased at least thirty days' notice shall be given.

Section 2.05 Fixing Record Date and Closing Transfer Books. The
board of directors may fix a date not less than ten nor more than fifty
days prior to any meeting as the record date for the purpose of
determining shareholders entitled to notice of and to vote at such
meetings, of the shareholders. The transfer books may be closed by the
board of directors for a stated period not to exceed fifty days for the
purpose of determining shareholders entitled to receive payment of any
dividend or in order to make a determination of shareholders for any
other purpose. In the absence of any action by the board of directors,
the date upon which the board of directors adopts the resolution
declaring the dividend shall be the record date.

Section 2.06 Voting Lists. The officers or agent having charge of
the stock transfer books for shares of the corporation shall make, at
least ten days before each meeting of the shareholders, a complete
record of the shareholders entitled to vote at the meeting or any
adjournment thereof, arranged in alphabetical order with the address
of, and the number of shares held by each. The record, for a period of
ten days before such meeting, shall be kept on file at the principal
office of the Corporation whether within or outside the State of
Nevada, and shall be subject to inspection by any shareholder for any
purpose germane to the meeting at any time during normal business
hours. Such record shall also be produced and kept open at the time
and place of any purpose germane to the meeting during the whole time
of the meeting. The original stock transfer book shall be prima facie
evidence as to the shareholders who are entitled to examine the record
or transfer books or to vote any meeting of shareholders.

Section 2.07 Quorum. The holders of a majority of the shares who are
entitled to vote at a shareholders meeting and who are present in
person or by proxy shall be necessary for and shall constitute a quorum
for the transaction of business at such meetings, except as otherwise
provided by statute, by the Articles of Incorporation or these Bylaws.
If a quorum is not present or represented at a meeting of the
shareholders, those present in person or represented by proxy shall
have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. At an adjourned meeting where a quorum is present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

Section 2.08 Majority Vote; Withdrawal of Quorum. When a quorum is
present at a meeting, the vote of the holders of a majority of the
issued and outstanding shares having voting power, present in person or
represented by proxy, shall decide any question brought before the
meeting, unless the question is one which, by express provision of the
statutes, the Articles of Incorporation or these Bylaws, requires a
higher vote in which case the express provision shall govern. The
shareholders present at a duly constituted meeting may continue to
transact business until adjournment, despite the withdrawal of enough
shareholders holding, in the aggregate, issued and outstanding shares
having voting power to leave less than a quorum.

Section 2.09 Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder
or by his or her duly authorized attorney in fact. No proxy shall be
valid after eleven months from the date of its execution, unless
otherwise provided by the proxy. Each proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting.

Section 2.10 Voting. Each issued and outstanding share is entitled
to its respective vote and each fractional share is entitled to a
corresponding fractional vote on each matter submitted to a vote at a
meeting of shareholders. The vote of a majority of the shares voting
on any matter at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders on that matter, unless the vote of
a greater number is required by law, the Articles of Incorporation, or
these Bylaws. Voting on all matters except the election of directors
shall be by voice or by show of hands, unless the holders of one-tenth
of the shares represented at the meeting shall, prior to the voting on
any matter, demand a ballot vote on that particular matter.

(A) Neither treasury shares nor shares held by another
Corporation if the
majority of the shares entitled to vote for the election of directors
of such other
Corporation is held by the Corporation shall be voted at any meeting or
counted in
determining the total number of issued and outstanding shares at any
given time.

(B) Shares standing in the name of another Corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the Bylaws
of that Corporation may prescribe, or, in the absence of such
provision, as the board of directors of that Corporation may determine.

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

(D) Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer into his or her name
if authority to do so is contained in an appropriate order of the court
by which the receiver was appointed.

(E) 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 transferred.

(F) Redeemable shares which have been called for redemption
shall not be entitled to vote on any matter and shall not be deemed
issued and outstanding shares on and after the date on which written
notice of redemption has been mailed to shareholders and a sum
sufficient to redeem such shares has been deposited with a bank or
trust corporation with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of their
certificates.

Section 2.11 Action Without Meeting. Any action required by statute
to be taken at a meeting of the shareholders, or any action which may
be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the holders entitled to vote with respect to
the subject matter thereof and such consent shall have the same force
and effect as a unanimous vote of the shareholders. The consent may be
in more than one counterpart so long as each shareholder signs one of
the counterparts. The signed consent, or a signed copy shall be placed
in the minutes book.

Section 2.12 Telephone and Similar Meetings. Shareholders may
participate in and hold a meeting by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in
such a meeting shall constitute presence in person at the 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.

Section 2.13 Order of Business at Meetings. The order of business at
annual meetings and so far as practicable at other meetings of
shareholders shall be as follows unless changed by the board of
directors: (a) call to order; (b) proof of due notice of meeting; (c)
determination of quorum and examination of proxies; (d) announcement of
availability of voting lists; (e) announcement of distribution of
annual statement; (f) reading and disposing of minutes of last meeting
of shareholders; (g) reports of officers and committees; (h) reports of
directors; (l) opening of polls for voting; (m) recess; (n)
reconvening, closing of polls; (o) report of voting inspectors; (p)
other business; and (q) adjournment.

ARTICLE III
BOARD OF DIRECTORS

Section 3.01 General Powers. The business and affairs of the
Corporation shall be managed by its board of directors. The directors
shall in all cases act as a board of directors, and they may adopt such
rules and regulations for the conduct of their meetings and the
management of the Corporation as they deem proper. Such rules and
regulations may not be inconsistent with these Bylaws, the Articles of
Incorporation, and the laws of Nevada.

Section 3.02 Number, Tenure and Qualifications. The number of
directors constituting the board of directors of this Corporation is
four. The number of directors of this Corporation shall not be less
than three; except that there need by only as many directors as there
are shareholders in the event that the issued and outstanding shares
are held of record by fewer than three shareholders. A director shall
be elected by the shareholders to serve until the next annual meeting
of shareholders, or until his or her death, or resignation and his or
her successor is elected. A director must be at least eighteen years
of age but need not be a shareholder in the Corporation nor a resident
of the State of Nevada.

Section 3.03 Change in Number. The number of directors may be
increased or decreased from time to time by amendment to these Bylaws
but no decrease shall have the effect of shortening the term of any
incumbent director. 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.

Section 3.04 Election of Directors. The directors shall be elected
at the annual meeting of shareholders and those persons who receive the
highest number of votes shall be deemed to have been elected. Election
of directors shall be by ballot.

Section 3.05 Cumulative Voting. Directors shall be elected by
majority vote. Cumulative voting shall not be permitted.

Section 3.06 Removal of Directors. A meeting called expressly for
the purpose of removing a director, the entire board of directors or
any lessor number may be removed, with or without cause, by a vote of
the holders of the majority of the shares then entitled to vote at an
election of directors. If any directors are so removed, new directors
may be elected at the same meeting.

Section 3.07 Resignation. Subject to Section 3.02, a director may
resign at any time by giving written notice to the board of directors,
the president, or the secretary of the Corporation and unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof by the board of directors or such officer, and the acceptance
of the resignation shall not be necessary to make it effective.

Section 3.08 Vacancies. A vacancy occurring in the board of
directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the board of directors
remains. A director elected to fill a vacancy shall be elected for the
unexpired term of his or her 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 of shareholders or at a
special meeting of the shareholders called for that purpose. A
director chosen to fill a position resulting from an increase in the
number of directors shall holder office until his or her successor(s)
shall have been qualified.

Section 3.09 Compensation. By resolution of the board of directors,
compensation may be paid to directors for their services. Also by
resolution of the board of directors, a fixed sum and expenses for
actual attendance at each regular or special meeting of the board of
directors may also be paid. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefore. Members of the
executive committee or of special or standing committees may, by
resolution of the board of directors, be allowed like compensation for
attending committee meetings.

Section 3.10 First Meeting. The first meeting of a newly elected
board shall be held without further notice immediately following the
annual meeting of shareholders, and it shall be at the same place,
unless by unanimous consent of the directors then electing and serving,
the time or place is changed.

Section 3.11 Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and place as shall
from time to time be determined by the board of directors.

Section 3.12 Special Meetings. Special meetings of the board of
directors may be called by the president on three days notice to each
director, either personally or by mail or by telegram. Special
meetings shall be called in like manner and on like notice on the
written request of two directors. Except as otherwise expressly
provided by statute, the Articles of Incorporation or these Bylaws,
neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice or waiver of notice.

Section 3.13 Quorum; Majority Vote. At meetings of the board of
directors a majority of the number of directors fixed by these Bylaws
shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at a meeting at which quorum is not
present at a meeting of the board of directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting until, a quorum is present.

Section 3.14 Procedure. The board of directors shall keep regular
minutes of its proceedings. The minutes shall be placed in the minutes
book of the Corporation.

Section 3.15 Action Without Meeting. Any action required or
permitted to be taken at a meeting of the board of directors may be
taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all members of the board of directors.
Such consent shall have the same force and effect as a unanimous vote
at a meeting. The signed consent, or a signed copy, shall be placed in
the minutes book. The consent may be in more than one counterpart so
long as each director signs one of the counterparts.

Section 3.16 Telephone and Similar Meetings. Directors may
participate in and hold a meeting by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in
such a meeting shall constitute presence in person at the 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.

Section 3.17 Interested Directors and Officers.

(A) No contract or transaction between the Corporation and one
or more of its directors or officers, or any other corporation, firm,
association, partnership or entity in which one or more of its
directors or officers are directors or officers or are financially
interested shall be either void or voidable solely because of such
relationship or interest or solely because such directors or officers
are present at the meeting of the board of directors or a committee
thereof which authorizes, approves, or ratifies such contract or
transaction or solely because their votes are counted for such purposes
if:

(1) the fact of the common directorship or financial interest
is disclosed to or known by the board of directors or committee and
noted in the minutes, and the board or committee which authorizes,
approves, or ratifies the contract or transaction by a vote sufficient
for the purpose without counting the votes or consents of such
interested directors; or

(2) the material facts of such relationship or financial
interest is disclosed to or known by the shareholders entitled to vote
thereon and they authorize, approve or ratify such contract or
transaction in good faith by a majority vote or written consent of
shareholders holding a majority of the shares the votes of the common
or interested directors or officers shall be counted in any such vote
of shareholders; or

(3) the contract or transaction is fair and reasonable to the
Corporation.

(B) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a
committee thereof which authorizes, approves or ratifies such contract
or transaction.

ARTICLE IV
EXECUTIVE COMMITTEE

Section 4.01 Designation. The board of directors may from time to
time, by resolution adopted by a majority of the whole board, designate
an executive committee.

Section 4.02 Number; Qualification and Term. The executive committee
shall consist of one or more directors, one of whom shall be the
president of the executive committee. The executive committee shall
serve at the pleasure of the board of directors.

Section 4.03 Authority. The executive committee, to the extent
provided in such resolution, shall have and may exercise all of the
authority of the board of directors in the management of the business
and affairs of the Corporation, including authority over the use of the
corporate seal. However, the executive committee shall not have the
authority of the board of directors in reference to:
(a) amending the Articles of Incorporation; (b) approving a plan of
merger or consolidation; (c) recommending to the shareholders the sale,
lease or exchange of all or substantially all of the property and
assets for the corporation other than in the usual and regular course
of its business; (d) recommending to the shareholders a voluntary
dissolution of the Corporation or a revocation thereof; (e) amending,
altering, or repealing these Bylaws or adopting new Bylaws; (f) filling
vacancies in or removing members of the board of directors or of any
committee appointed by the board of directors; (g) electing or removing
officers or members of any such committee; (h) fixing the compensation
of any member of such committee; (i) altering or repealing any
resolution of the board of directors which by its terms provides that
it shall not be so amendable or repealable; (j) declaring a dividend;
or (k) authorizing the issuance of shares of the Corporation.

Section 4.04 Change in Number. The number of executive committee
members may be increased or decreased from time to time by resolution
adopted by a majority of the board of directors.

Section 4.05 Removal. Any member of the executive committee may be
removed by the board of directors by the affirmative vote of the
majority of the board of directors, whenever in its judgment the best
interests of the Corporation will be served thereby.

Section 4.06 Vacancies. A vacancy occurring in the executive
committee (by death, resignation, removal or otherwise) may be filled
by the board of directors in the manner providing for original
designation in Bylaw Section 4.01.

Section 4.07 Resignation. A committee member may resign by giving
written notice to the board of directors, the president or the
secretary of the Corporation. The resignation shall take effect at the
time specified in it, or immediately if no time is specified. Unless
it specifies otherwise, a resignation takes effect without being
accepted.

Section 4.08 Meetings. Time, place and notice (if any) of executive
committee meetings shall be determined by the executive committee.

Section 4.09 Quorum; Majority Vote. At meetings of the executive
committee, a majority of the number of members designated by the board
of directors shall constitute a quorum for the transaction of business.
The act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the executive committee, except
as otherwise specifically provided by statute, the Articles of
Incorporation or these Bylaws. If a quorum is not present at a meeting
of the executive committee, the members present may adjourn the meeting
from time to time, without notice other than an announcement at the
meeting, until a quorum is present.

Section 4.10 Compensation. By resolution of the board of directors,
compensation may be paid to members of the executive committee for
their services. Also by resolution of the board of directors, a fixed
sum and expenses for actual attendance at each regular or special
meeting of the executive committee may also be paid.

Section 4.11 Procedure. The executive committee shall keep regular
minutes of its proceedings and report the same to the board of
directors when required. The minutes of the proceedings of the
executive committee shall be placed in the minutes book of the
Corporation.

Section 4.12 Action Without Meeting. Any action required or
permitted to be taken at a meeting of the executive committee may be
taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all the members of the executive
committee. Such consent shall have the same force and effect as a
unanimous vote at a meeting. The signed consent, or a signed copy,
shall be placed in the minutes book.

Section 4.13 Telephone and Similar Meetings. Members of the
executive committee may participate in and hold a meeting by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at
the 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.

Section 4.14 Responsibility. The designation of an executive
committee and the delegation of authority to it shall not operate to
relieve the board of directors, or any member thereof, of any
responsibility imposed upon it, him or her by law.

ARTICLE V
NOTICE

Section 5.01 Method. Whenever by statute, the Articles of
Incorporation, these Bylaws or otherwise, notice is required to be
given to a shareholder, director or committee member, and no provision
is made as to how the notice shall be given, it shall not be construed
to mean personal notice, but any such notice may be given:
(a) in writing, by United States mail, certified, return receipt
requested, postage prepaid, addressed to the shareholder, director or
committee member at the address appearing on the books of the
Corporation; or (b) in any other method permitted by law. Any notice
required or permitted to be given by mail shall be deemed given at the
time when the same is deposited in the United States mails.

Section 5.02 Waiver. Whenever by statute, the Articles of
Incorporation or these Bylaws, notice is required to be given to a
shareholder, committee member or director, 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. Attendance at a meeting shall constitute a
waiver of notice of such meeting, except where a person attends 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 VI
OFFICERS AND AGENTS

Section 6.01 Number, Qualification; Election; Term.

(A) The Corporation shall have:

(1) president, a vice president, a secretary and a treasurer; and

(2)such other officers (including a chairman of the board of
directors and additional Vice Presidents) and assistant officers and
agents as the board of directors may deem necessary.

(B) No officer or agent need be a shareholder, a director or a
resident of the state of incorporation.

(C) Officers named in Bylaw Section 6.01(A)(1) shall be elected by
the board of directors on the expiration of an officer's term or
whenever a vacancy exists. Officers and agents named in Bylaw Section
601(A)(2) may be elected by the Board of Directors at any meeting.

(D) Unless otherwise specified by the board of directors at the time
of election or appointment, or in an employment contract approved by
the board of directors, each officer's and agent's term shall end at
the first meeting of directors held after each annual meeting of the
shareholders. He shall serve until the end of his or her term, or if
earlier, until his or her death, resignation or removal.

(E) Any two or more offices may be held by the same person, except
that the president and the secretary shall not be the same person.

Section 6.02 Election and Term of Office. The officers of the
Corporation shall be elected annually by the board of directors at the
first meeting of the board of directors held after each annual meeting
of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his or
her death or until he or she shall resign or shall have been removed in
the manner hereinafter provided.

Section 6.03 Resignation. Any officer may resign at any time by
delivering a written resignation either to the board of directors, the
president or the secretary of the Corporation. The resignation shall
take effect at the time specified therein or immediately if no time is
specified. Unless it specifies otherwise, a resignation takes effect
without being accepted.

Section 6.04 Removal. Any officer or agent elected or appointed by
the board of directors may be removed by the board of directors,
whenever, in its judgment, the best interest of the Corporation will be
served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.

Section 6.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new office, or
otherwise, may be filled by the board of directors for the unexpired
portion of the term.

Section 6.06 Salaries and Compensation. The salaries or other
compensation of the officers of the Corporation shall be fixed from
time to time by the board of directors, except that the board of
directors may delegate to any person or group of persons the duty of
fixing salaries or other compensation by reason of the fact that he or
she is also a director of the Corporation.

Section 6.07 Surety Bonds. In the event the board of directors shall
so require, any officer or agent of the Corporation shall execute to
the Corporation a bond in such sums and with such surety or sureties as
the board of directors may direct, conditioned upon the faithful
performance of his or her duties to the Corporation, including
responsibility for negligence and for the accounting for all property,
monies, or securities of the Corporation which may come into his or her
hands.

Section 6.08 President.

(A) The president shall be the chief executive and administrative
officer of the Corporation.

(B) The president shall preside at all meetings of the shareholders,
and, in the absence of the chairman of the board of directors, at
meetings of the board of directors.

(C) The president shall exercise such duties as customarily pertain
to the office of the president and shall have general and active
supervision over the property, business and affairs of the Corporation
and over its several officers.

(D) The president may appoint officers, agents, or employees other
than those appointed by the board of directors.

(E) The president may sign, execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations,
and shall perform such other duties as may be prescribed from time to
time by the board of directors or by the Bylaws.

Section 6.09 Vice President. The vice president(s) in the order of
their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the president, perform the
duties and have the authority and exercise the powers of the president.
They shall perform such other duties and have such other authority and
powers as the board of directors may from time to time prescribe or as
the president may from time to time delegate.

Section 6.10 Secretary.

(A) The secretary shall keep the minutes of all meetings of the
shareholders and of the board of directors and, to the extent ordered
by the board of directors or the president, the minutes of meetings of
all committees.

(B) The secretary shall cause notice to be given of meetings of
shareholders, of the board of directors, and of any committee appointed
by the board of directors.

(C) The secretary shall have custody of the corporate seal and
general charge of the records, documents and papers of the Corporation
not pertaining to the performance of the duties vested in other
officers, which shall at all reasonable times be open to the
examination of any director.

(D) The secretary may sign or execute contracts with the president in
the name of the Corporation and affix the seal of the Corporation
thereto.

(E) The secretary shall perform such other duties as may be
prescribed from time to time by the board of directors or the Bylaws.

Section 6.11 Assistant Secretary. The assistant secretaries in the
order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the secretary,
perform the duties and have the authority and exercise the powers of
the secretary. They shall perform other duties and have such other
powers as the board of directors may from time to time prescribe or as
the president may from time to time delegate.

Section 6.12 Treasurer.

(A) The treasurer shall have general custody of the collection and
disbursements of funds of the Corporation.

(B) The treasurer shall endorse on behalf of the Corporation for
collection, checks, notes and other obligations, and shall deposit the
same to the credit of the Corporation in such bank or banks or
depositories as the board of directors may direct.

(C) The treasurer may sign, for the president and other persons as
may be designated for the purpose by the board of directors, all bills
of exchange or promissory notes of the Corporation.

(D) The treasurer shall enter or cause to be entered regularly in the
books of the Corporation a full and accurate account of all monies
received and paid by him or her on account of the Corporation; shall at
all times exhibit his or her books and accounts to any director of the
Corporation upon application at the office of the Corporation during
business hours; and, whenever required by the board of directors or the
president, shall render statements of his or her accounts. The
treasurer shall perform such other duties as may be prescribed from
time to time by the board of directors or by the Bylaws.

(E) If the board of directors require, the treasurer shall give bond
for the faithful performance of his or her duties in such sum and with
or without such surety as shall be approved by the board of directors.

Section 6.13 Assistant Treasurer. The assistant treasurers in the
order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the treasurer,
perform the duties and have the authority and exercise the powers of
the treasurer. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe
or the president may from time to time delegate.

Section 6.14 Registered Agent. The Registered Agent shall serve as
the agent of the Corporation for purposes of receiving service of
process or any demand or notice authorized by law to be served on the
Corporation.

Section 6.15 Other Officers. Other officers shall perform such
duties and have such powers as may be assigned to them by the board of
directors or the president.

Section 6.16 Delegation of Duties. If any officer of the Corporation
is absent or unable to act for any other reason the board of directors
may deem sufficient, the board of directors may delegate, for a period
of time, some or all of the functions, duties, powers and
responsibilities of any officer to any other officer, agent or employee
of the Corporation or other responsible person, provided a majority of
the whole board of directors concurs therein.

ARTICLE VII
CONTRACTS, LOANS, DEPOSITS AND CHECKS

Section 7.01 Contracts. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific
instances.

Section 7.02 Loans. No loans or advances shall be contracted on
behalf of the Corporation; on negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in its name, and
no property of the Corporation shall be mortgaged, pledged,
hypothecated, or transferred as security for the payment of any loan,
advance, indebtedness or liability of the Corporation unless and except
as authorized by the board of directors. Any such authorization may be
general or confined to specific instances.

Section 7.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the
board of directors may select, or as may be selected by an officer or
agent authorized to do so by the board of directors.

Section 7.04 Checks and Drafts. All notes, drafts, acceptances,
checks, endorsements, and evidences of indebtedness of the Corporation
shall be signed by such officer or officers, or such agent or agents of
the Corporation and in such manner as the board of directors from time
to time may determine.

ARTICLE VIII
CAPITAL STOCK

Section 8.01 Certificates. Certificates representing shares of the
Corporation shall be issued, in such form as the board of directors
shall determine, to every shareholder for the fully paid shares owned
by him. These certificates shall be signed by the president and the
secretary. They shall be consecutively numbered or otherwise
identified; and the name and address of the person to whom they are
issued, with the number of shares and the date of issue, shall be
entered on the stock transfer books of the Corporation.

Section 8.02 Issuance. Shares (both treasury and authorized but
unissued) may be issued for such consideration (not less than par
value) and to such persons as the board of directors may determine from
time to time. Shares may not be issued until the full amount of the
consideration, fixed as provided by law, has been paid.

Section 8.03 Payment of Shares.

(A) The consideration for the issuance of shares shall consist of
money paid, labor done (including the services actually performed for
the Corporation) or property (tangible or intangible) actually
received. Neither promissory notes nor the promise of future services
shall constitute payment for shares.

(B) In the absence of fraud in the transaction, the judgment of the
board of directors as to the value of consideration received shall be
conclusive.

(C) When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered
fully paid and nonassessable.

(D) The consideration received for shares shall be allocated by the
board of directors, in accordance with law, between stated capital and
capital surplus accounts.

Section 8.04 Subscriptions. Unless otherwise provided in the
subscription agreement, subscriptions for shares, whether made before
or after organization of the Corporation, shall be paid in full at such
time or in such installments and at such times as shall be determined
by the board of directors. Any call made by the board of directors for
payment of subscriptions shall be uniform as to all shares of the same
series. In case of default in the payment on any installment or call
when payment is due, the Corporation may proceed to collect the amount
due in the same manner as any debt due the Corporation.

Section 8.05 Lien. For any indebtedness of a shareholder to the
Corporation, the Corporation shall have a first and prior lien on all
shares of its stock owned by him or her and on all dividends or other
distributions declared thereon.

Section 8.06 Lost, Stolen or Destroyed Certificates. The Corporation
shall issue a new certificate in place of any certificate for shares
previously issued if the registered owner of the certificate: (a)
makes proof in affidavit form that it has been lost, destroyed or
wrongfully taken; (b) requests the issuance of a new certificate before
the Corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of an adverse
claim; (c) gives a bond in such form, and with such surety or sureties,
with fixed or open penalty, as the Corporation may direct, to indemnify
the Corporation (and its transfer agent and registrar, if any) against
any claim that may be made on account of the alleged loss, destruction
or theft of the certificate; and (d) satisfies any other reasonable
requirements imposed by the Corporation. When a certificate has been
lost, apparently destroyed or wrongfully taken, and the holder of
record fails to notify the Corporation within a reasonable time after
he or she has notice of it, and the Corporation registers a transfer of
the shares represented by the certificate before receiving such
notification, the holder of record is precluded from making any claim
against the Corporation for the transfer or for a new certificate.

Section 8.07 Registration of Transfer. The Corporation shall
register the transfer of a certificate for shares presented to it for
transfer if: (a) the certificate is properly endorsed by the registered
owner or by his or her duly authorized attorney; (b) the signature of
such person has been notarized and reasonable assurance is given that
such endorsements are effective; (c) the Corporation has no notice of
an adverse claim or has discharged any duty to inquire into such a
claim; (d) any applicable law relating to the collection of taxes has
been complied with; and (e) there is an opinion of counsel satisfactory
to counsel of the Corporation that such transfer is made in accordance
with all federal and state securities regulations.

Section 8.08 Registered Owner. Prior to due presentment for
registration of transfer of a certificate for shares, the Corporation
may treat the registered owner as the person exclusively entitled to
vote, to receive notices and otherwise to exercise all the rights and
powers of a shareholder.

Section 8.09 Transfer of Shares. Transfer of shares of the
Corporation shall be made only in the stock transfer books of the
Corporation by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney therein authorized by power of attorney
duly executed and filed with the secretary of the Corporation and on
surrender for cancellation of the certificate for such shares. The
person in whose name the shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all
purposes by the stock transfer books shall be in the possession of the
secretary or transfer agent or clerk of the Corporation.

Section 8.10 Transfer Agent and Registrar. By resolution of the
board of directors, the Corporation may from time to time appoint a
transfer agent, and, if desired, a registrar, who will perform his or
her duties in accordance with the terms and conditions the board of
directors deems advisable; provided, however, that until and unless the
board of directors appoints some other person, firm or Corporation as
its transfer agent, the secretary of the Corporation shall act as
transfer agent without the necessity of any formal action of the board
of directors
and he or she shall perform all of the duties thereof.

ARTICLE IX
INDEMNIFICATION

Section 9.01 Indemnification.

(A) No officer or director shall be personally liable for any
obligations of the Corporation or for any duties or obligation of the
Corporation or for any duties or obligations arising out of any actions
or conduct of such officer or director performed for or on behalf of
the Corporation.

(B) The Corporation shall and does hereby indemnify and hold harmless
each person and his or her heirs and administrators who shall serve at
any time hereafter as a director or officer of the Corporation from and
against any and all claims, judgments and liabilities to which such
person shall become subject by reason of his or her having heretofore
or hereafter been a director or officer of the Corporation or by reason
of any action alleged to have heretofore or hereafter been taken or
admitted to have been taken by him or her as such director or officer,
and shall reimburse each such person for all legal and other expenses
reasonably incurred by him or her in connection with any such claim or
liability, including power to defend such person from all suits or
claims as provided for under the laws of the State of Nevada; provided,
however, that no such person shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or
liability arising out of his or her negligence or willful misconduct.
The rights accruing to any person under the foregoing provisions of
this section shall not exclude any other right to which he or she may
lawfully be entitled, nor shall anything herein contained restrict the
right of the Corporation to indemnify or reimburse such person in any
proper case, even though not specifically herein provided. The
Corporation, its directors, officers, employees and agents shall be
fully protected in taking any action or making any payment in reliance
upon the advice of counsel.

Section 9.02 Other Indemnification. The indemnification herein
provided shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any Bylaw,
agreement, vote of shareholders, or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such person.

Section 9.03 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or who was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power
to indemnify him or her against liability under the provisions of this
section or of the laws of the State of Nevada.

Section 9.04 Settlement by Corporation. The right of any person to
be indemnified shall be subject always to the right of the Corporation
by its board of directors, in lieu of such indemnity, to settle any
claim, action, suit or proceeding at the expense of the Corporation by
the payment of the amount of such settlement and the cost and expense
incurred in connection therewith.

ARTICLE X
GENERAL PROVISIONS

Section 10.01 Dividends and Reserves.

(A) Subject to statute, the Articles of Incorporation and these
Bylaws, dividends may be declared by the board of directors at any
regular or special meeting and may be paid in cash, in property, or in
shares of the Corporation. The declaration and payment shall be at the
discretion of the board of directors.

(B) By resolution, the board of directors may create such reserve or
reserves out of the earned surplus of the Corporation as the directors
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any
property of the Corporation, or for any other purpose they think
beneficial to the Corporation. The directors may modify or abolish any
such reserve in the manner in which it was created.

Section 10.02 Books and Records. The Corporation shall keep correct
and complete books and records of account, shall keep minutes of the
proceedings of its shareholders and board of directors, and shall keep
at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and
the number and class of shares held by each.

Section 10.03 Annual Statement. The board of directors shall mail to
each shareholder of record, at least ten days before each annual
meeting a full and clear statement of the business and condition of the
Corporation, including a reasonably detailed balance sheet, income
statement, surplus statement, and statement of changes in financial
position, for the last fiscal year and for the prior fiscal year, all
prepared in conformity with generally accepted accounting
principals applied on a consistent basis.

Section 10.04 Checks and Notes. Checks, demands for money and notes
of the Corporation shall be signed by officer(s) or other person(s)
designated from time to time by the board of directors.

Section 10.05 Fiscal Year. The fiscal year of the Corporation shall
be fixed by resolution of the board of directors.

Section 10.06 Seal. The corporate seal of the Corporation (of which
there may be one or more exemplars) shall contain the name of the
Corporation and the name of the state of incorporation. The seal may
be used by impressing it or reproducing a facsimile of it, or
otherwise.

Section 10.07 Amendment of Bylaws.

(A) These Bylaws may be altered, amended or repealed at any meeting
of the board of directors at which a quorum is present, by the
affirmative vote of a majority of the directors present at such
meeting, provided notice of the proposed alteration, amendment, or
repeal is contained in the notice of the meeting.

(B) These Bylaws may also be altered, amended or repealed at any
meeting of the shareholders at which a quorum is present or
represented, by the affirmative vote of the holders of a majority of
the shares present or represented at the meeting and entitled to vote
thereat, provided notice of the proposed alteration, amendment or
repeal is contained in the notice of the meeting.

Section 10.08 Construction. Whenever the context so requires, the
masculine shall include the feminine and neuter, and the singular shall
include the plural, and conversely. If any portion of these Bylaws
shall be invalid or inoperative, then, so far as is reasonable and
possible: (a) the remainder of these Bylaws shall be considered valid
and operative and (b) effect shall be given to the intent manifested by
the portion held invalid or inoperative.

Section 10.09 Table of Contents; Headings. The table of contents and
headings are for organization, convenience and clarity. In
interpreting these Bylaws, they shall be subordinated in importance to
the other written material.

Section 10.10 Relation to Articles of Incorporation. These Bylaws
are subject to and governed by the Articles of Incorporation.

Adopted by the directors on this day of March, 1999.

/s/ Samantha Moody
- -----------------------------------
Samantha Moody, Director/Secretary

<PAGE>49
Jody M. Walker
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902

September 26, 1999

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

Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM SB-2 OF SEA SHELL GALLERIES, INC.

I am securities counsel for the above mentioned Company and I have
prepared the registration statement on Form SB-2. I hereby consent to
the inclusion and reference to my name in the Registration Statement on
Form SB-2 for Sea Shell Galleries, Inc.

It is my opinion that the securities of Sea Shell Galleries, Inc. and
those which are registered with the Securities and Exchange Commission
pursuant to Form SB-2 Registration Statement of Sea Shell Galleries,
Inc. have been legally issued and will be, when sold, legally issued,
fully paid and non-assessable.

Yours very truly,

/s/Jody M. Walker
---------------------
Jody M. Walker

<PAGE>50

INDEPENDENT AUDITOR'S CONSENT

We do hereby consent to the use of our report dated September 8, 1999
on the financial statements of Sea Shell Galleries, Inc. included in
and made part of the registration statement of Sea Shell Galleries,
Inc. dated September 26, 1999.

September 26, 1999

/s/ James E. Scheifley & Associates, PC
Certified Public Accountant

<ARTICLE> 5

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