TOWER GLOBAL VENTURES CORP, 10SB12G/A, 2000-05-12

TOWER GLOBAL VENTURES CORP
10SB12G/A, 2000-05-12

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2 to

FORM 10-SB

General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934

Tower Global Ventures Corp.

(Name of Small Business Issuer)

Delaware 23-3030658
- ------------------------------- -------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification
Incorporation or Organization) Number

1422 Chestnut Street
4th Floor, Suite 410
Philadelphia, PA 19102-2510

(Address of Principal Executive Offices including Zip Code)

(215) 569-9175
--------------
(Issuer's Telephone Number)

Securities to be Registered Under Section 12(b) of the Act: None

Securities to be Registered Under Section 12(g) of the Act: Common Stock,
$.0001 Par Value
(Title of Class)

<PAGE>

PART I

ITEM 1. BUSINESS.

Tower Global Ventures Corp. (the "Company") was
incorporated on December 27, 1999 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception and has no
operations to date other than issuing shares to its original
shareholder.

The Company will attempt to locate and negotiate with a
business entity for the combination of that target company with the
Company. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most
instances the target company will wish to structure the business
combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended.

No assurances can be given that the Company will be successful
in locating or negotiating with any target company.

The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting ("public") company
with a class of registered securities.

ASPECTS OF A REPORTING COMPANY

There are certain perceived benefits to being a reporting
company. These are commonly thought to include the following:

* increased visibility in the financial community;

* provision of information required under Rule 144 for trading
of eligible securities;

* compliance with a requirement for admission to quotation on
the OTC Bulletin Board maintained by Nasdaq or on
the Nasdaq SmallCap Market;

* the facilitation of borrowing from financial institutions;

* improved trading efficiency;

* shareholder liquidity;

* greater ease in subsequently raising of capital;

* compensation of key employees through stock options for
which there may be a market valuation;

* enhanced corporate image.

There are also certain perceived disadvantages to being a
reporting company. These are commonly thought to include the following:

* requirement for audited financial statements;

* required publication of corporate information;

* required filings of periodic and episodic reports with the
Securities and Exchange Commission;

<PAGE>

* increased rules and regulations governing management,
corporate activities and shareholder relations.

COMPARISON WITH INITIAL PUBLIC OFFERING

Certain private companies may find a business combination more
attractive than an initial public offering of their securities.
Reasons for this may include the following:

* inability to obtain underwriter;

* possible larger costs, fees and expenses;

* possible delays in the public offering process;

* greater dilution of their outstanding securities.

Certain private companies may find a business combination less
attractive than an initial public offering of their securities.
Reasons for this may include the following:

* no investment capital raised through a business combination;

* no underwriter support of after-market trading.

POTENTIAL TARGET COMPANIES

A business entity, if any, which may be interested in a
business combination with the Company may include the following:

* a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets or
businesses;

* a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities
on terms acceptable to it;

* a company which wishes to become public with less dilution
of its common stock than would occur upon an underwriting;

* a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;

* a foreign company which may wish an initial entry into the
United States securities market;

* a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan;

* a company seeking one or more of the other perceived
benefits of becoming a public company.

A business combination with a target company will normally
involve the transfer to the target company of the majority of the
issued and outstanding common stock of the Company, and the
substitution by the target company of its own management and board
of directors.

No assurances can be given that the Company will be able to
enter into a business combination, as to the terms of a business

<PAGE>

combination, or as to the nature of the target company.

The proposed business activities described herein classify the
Company as a "blank check" company. The Securities and Exchange
Commission and certain states have enacted statutes, rules and
regulations limiting the sale of securities of blank check
companies. The Company will not issue or sell additional shares or
take any efforts to cause a market to develop in the Company's
securities until such time as the Company has successfully
implemented its business plan and it is no longer classified as a
blank check company.

The sole shareholder of the Company has executed and delivered
an agreement affirming that it will not sell or otherwise
transfer its shares except in connection with or following a
business combination resulting in the Company no longer being
classified as a blank check company.

The Company is voluntarily filing this Registration Statement
with the Securities and Exchange Commission and is under no
obligation to do so under the Securities Exchange Act of 1934. The
Company will voluntarily continue to file all reports required of it
under the Exchange Act until a business combination has occurred. A
business combination will normally result in a change in control and
management of the Company. Since a benefit of a business combination
with the Company would normally be considered its status as a
reporting company, it is anticipated that the Company will continue
to file reports under the Exchange Act following a business
combination. No assurance can be given that this will occur or, if
it does, for how long.

Michael C.W. Tay is the sole officer and director of the
Company and the controlling shareholder of the Company's sole
shareholder, FS Capital Markets Group Inc. The Company has no
employees nor are there any other persons than Mr. Tay who devote
any of their time to its affairs. All references herein to
management of the Company are to Mr. Tay. The inability at any time
of Mr. Tay to devote sufficient attention to the Company could have
a material adverse impact on its operations.

GLOSSARY

"Blank Check" Company
- ---------------------
As used herein, a "blank check" company is a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies.

Business Combination
- --------------------
Normally a merger, stock-for-stock exchange or stock-for-assets
exchange between the Registrant and a target company.

The Company or the Registrant
- -----------------------------
The corporation whose common stock is the subject of this
Registration Statement.

Exchange Act
- ------------
The Securities Exchange Act of 1934, as amended.

<PAGE>

Securities Act
- --------------
The Securities Act of 1933, as amended.

RISK FACTORS

The Company's business is subject to numerous risk factors,
including the following:

THE COMPANY HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL
ASSETS. The Company has had no operating history nor any revenues or
earnings from operations. The Company has no significant assets or
financial resources. The Company has operated at a loss to date and
will, in all likelihood, continue to sustain operating expenses
without corresponding revenues, at least until the consummation of a
business combination. FS Capital Markets Group Inc. has agreed to
pay all expenses incurred by the Company until a business
combination without repayment by the Company. FS Capital Markets
Group Inc. is the sole shareholder of the Company. To date, expenses
of approximately $299 have been incurred by the Company.

THE COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER. The
Company's president, its sole officer, is Michael C.W. Tay who is
also its sole director and the controlling shareholder of its sole
shareholder. Because management consists of only one person, the
Company does not benefit from multiple judgments that a greater
number of directors or officers would provide and the Company will
rely completely on the judgment of its sole officer and director
when selecting a target company. The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or similar
information which, if the Company had more funds available to it,
would be desirable. Mr. Tay anticipates devoting only a limited
amount of time per month to the business of the Company. Mr. Tay has
not entered into a written employment agreement with the Company and
he is not expected to do so. The Company has not obtained key man
life insurance on Mr. Tay. The loss of the services of Mr. Tay would
adversely affect development of the Company's business and its
likelihood of continuing operations.

CONFLICTS OF INTEREST. Mr. Tay, the Company's president,
participates in other business ventures which may compete directly
with the Company. Additional conflicts of interest and non-arms
length transactions may also arise in the future. The Company has
adopted a policy that it will not enter into a business combination
with any entity in which any member of management serves as an
officer, director or partner, or in which such person or such
person's affiliates or associates hold any ownership interest. The
terms of business combination may include such terms as Mr. Tay
remaining a director or officer of the Company. The terms of a
business combination may provide for a payment by cash or otherwise
to Tay for the purchase or retirement of all or part of its common
stock of the Company by a target company or for services rendered
incident to or following a business combination. Mr. Tay would
directly benefit from such employment or payment. Such benefits may
influence Mr. Tay's choice of a target company. The Certificate of
Incorporation of the Company provides that the Company may indemnify
officers and/or directors of the Company for liabilities, which can
include liabilities arising under the securities laws. Therefore,
assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification. See "ITEM 5. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of
Interest."

<PAGE>

THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE. The
success of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition and management
of the identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that the Company will be successful in locating
candidates meeting such criteria. In the event the Company completes
a business combination the success of the Company's operations will
be dependent upon management of the target company and numerous
other factors beyond the Company's control. There is no assurance
that the Company can identify a target company and consummate a
business combination.

PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a
public market develops for the Company's securities following a
business combination, such securities may be classified as a penny
stock depending upon their market price and the manner in which they
are traded. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a
market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq SmallCap Market or on a
national securities exchange. For any transaction involving a penny
stock, unless exempt, the rules require delivery of a document to
investors stating the risks, special suitability inquiry, regular
reporting and other requirements. Prices for penny stocks are often
not available and investors are often unable to sell such stock.
Thus an investor may lose his investment in a penny stock and
consequently should be cautious of any purchase of penny stocks.

THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. The Company is and will continue to
be an insignificant participant in the business of seeking mergers
with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for the Company. Nearly
all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive disadvantage
in identifying possible business opportunities and successfully
completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.

THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO
MINIMUM REQUIREMENTS FOR BUSINESS COMBINATION. The Company has no
current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity. There can
be no assurance that the Company will be successful in identifying
and evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business
within an industry has been selected for a target company. The
Company has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other
criteria which it will require a target company to have achieved, or
without which the Company would not consider a business combination
with such business entity. Accordingly, the Company may enter into a
business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics. There is no assurance that the Company will be able

<PAGE>

to negotiate a business combination on terms favorable to the Company.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Company is required
to provide certain information about significant acquisitions
including audited financial statements of the acquired company.
These audited financial statements must be furnished within 75 days
following the effective date of a business combination. Obtaining
audited financial statements are the economic responsibility of the
target company. The additional time and costs that may be incurred
by some potential target companies to prepare such financial
statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition
so long as the reporting requirements of the Exchange Act are
applicable. Notwithstanding a target company's agreement to obtain
audited financial statements within the required time frame, such
audited financials may not be available to the Company at the time
of effecting a business combination. In cases where audited
financials are unavailable, the Company will have to rely upon
unaudited information that has not been verified by outside auditors
in making its decision to engage in a transaction with the business
entity. This risk increases the prospect that a business combination
with such a business entity might prove to be an unfavorable one for
the Company.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions
contemplated by the Company. Even in the event demand exists for a
transaction of the type contemplated by the Company, there is no
assurance the Company will be successful in completing any such
business combination.

REGULATION UNDER INVESTMENT COMPANY ACT. In the event the
Company engages in business combinations which result in the Company
holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment Company
Act of 1940. In such event, the Company would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act
could subject the Company to material adverse consequences.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company. As a condition of
the business combination agreement, FS Capital Markets Group Inc.,
the sole shareholder of the Company, may agree to sell or transfer
all or a portion of its Company's common stock so to provide the
target company with all or majority control. The resulting change in
control of the Company will likely result in removal of the present
officer and director of the Company and a corresponding reduction
in or elimination of his participation in the future affairs of the
Company.

POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION. A business combination normally will involve the

<PAGE>

issuance of a significant number of additional shares. Depending
upon the value of the assets acquired in such business combination,
the per share value of the Company's common stock may increase or
decrease, perhaps significantly.

TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such
business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.

ITEM 2. PLAN OF OPERATION

SEARCH FOR TARGET COMPANY

The Company intends to enter into a business combination with
a target company in exchange for the Company's securities. The
Company has not engaged in any negotiations with any specific entity
regarding the possibility of a business combination with the
Company. The Company has entered into an agreement with FS Capital
Markets Group Inc., the sole shareholder of the Company, to
supervise the search for target companies as potential candidates
for a business combination. The agreement will continue until such
time as the Company has effected a business combination. FS Capital
Markets Group Inc. has agreed to pay all expenses of the Company
without repayment until such time as a business combination is
effected. Michael C.W. Tay, who is the sole officer and director of
the Company, is the sole officer and director and controlling
shareholder of FS Capital Markets Group Inc.

FS Capital Markets Group Inc. may only locate potential target
companies for the Company and is not authorized to enter into any
agreement with a potential target company binding the Company. The
Company's agreement with FS Capital Markets Group Inc. is not
exclusive and FS Capital Markets Group Inc. has entered into
agreements with other companies similar to the Company on similar
terms. FS Capital Markets Group Inc. may provide assistance to
target companies incident to and following a business combination,
and receive payment for such assistance from a target companies.

FS Capital Markets Group Inc. owns 5,000,000 shares of the
Company's common stock for which it paid $500, or $.0001, par value,
per share.

FS Capital Markets Group Inc. has entered, and anticipates
that it will enter, into agreements with other consultants to assist
it in locating a target company and FS Capital Markets Group Inc.
may share its stock in the Company with or grant options on such
stock to such referring consultants and may make payment to such
consultants from its own resources. There is no minimum or maximum
amount of stock, options, or cash that Tower Global Ventures
Corp. may grant or pay to such consultants. FS Capital Markets
Group Inc. is solely responsible for the costs and expenses of its
activities in seeking a potential target company, including any

<PAGE>

agreements with consultants, and the Company has no obligation to
pay any costs incurred or negotiated by FS Capital Markets Group Inc.

FS Capital Markets Group Inc. anticipates that it may seek to
locate a target company through solicitation. Such solicitation may
include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World
Wide Web sites and similar methods. No estimate can be made as to
the number of persons who may be contacted or solicited. To date FS
Capital Markets Group Inc. has not utilized solicitation, does not
anticipate that it will do so, and expects to rely on referrals from
consultants in the business and financial communities for referrals
of potential target companies.

MANAGEMENT OF THE COMPANY

The Company has no full time employees. Michael C.W. Tay is
the sole officer of the Company and its sole director. Mr. Tay is
also the controlling shareholder of FS Capital Markets Group Inc.,
the Company's sole shareholder. Mr. Tay, as president of the
Company, has agreed to allocate a portion of his time to the
activities of the Company without compensation. Potential conflicts
may arise with respect to the limited time commitment by Mr. Tay and
the potential demands of the Company's activities.

The amount of time spent by Mr. Tay on the activities of the
Company is not predictable. Such time may vary widely from an
extensive amount when reviewing a target company and effecting a
business combination to an essentially quiet time when activities of
management focus elsewhere, or some amount in between. It is
impossible to predict with any precision the exact amount of time
Mr. Tay will actually be required to spend to locate a suitable
target company. Mr. Tay estimates that the business plan of the
Company can be implemented by devoting approximately 10 to 25 hours
per month over the course of several months but such figure cannot
be stated with precision.

GENERAL BUSINESS PLAN

The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate
in a business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets
and limited financial resources. See PART F/S, "FINANCIAL
STATEMENTS." This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will
not permit the Company to offset potential losses from one venture
against gains from another.

The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in order
to expand into new products or markets, to develop a new product or
service, or for other corporate purposes.

The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely

<PAGE>

risky. Management believes (but has not conducted any research to
confirm) that there are business entities seeking the perceived
benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions, providing liquidity
for shareholders and other factors. Business opportunities may be
available in many different industries and at various stages of
development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult
and complex.

The Company has, and will continue to have, no capital with
which to provide the owners of business entities with any cash or
other assets. However, management believes the Company will be able
to offer owners of acquisition candidates the opportunity to acquire
a controlling ownership interest in a reporting company without
incurring the cost and time required to conduct an initial public
offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a
business combination for the owners of a target company.

The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officer and director of the
Company, who is not a professional business analyst. In analyzing
prospective business opportunities, management may consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present
and expected competition; the quality and experience of management
services which may be available and the depth of that management;
the potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services,
or trades; name identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be restrictive
of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.

The Company is subject to all of the reporting requirements
included in the Exchange Act. Included in these requirements is the
duty of the Company to file audited financial statements as part of
or within 60 days following the due date for filing its Form 8-K
which is required to be filed with the Securities and Exchange
Commission within 15 days following the completion of the business
combination. The Company intends to acquire or merge with a company
for which audited financial statements are available or for which it
believes audited financial statements can be obtained within the
required period of time. The Company may reserve the right in the
documents for the business combination to void the transaction if
the audited financial statements are not timely available or if the
audited financial statements provided do not conform to the
representations made by the target company.

The Company will not restrict its search for any specific kind
of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or
in essentially any stage of its business life. It is impossible to
predict at this time the status of any business in which the Company
may become engaged, in that such business may need to seek

<PAGE>

additional capital, may desire to have its shares publicly traded,
or may seek other perceived advantages which the Company may offer.

Following a business combination the Company may benefit from
the services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a
target company, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other
consultants to provide such services.

A potential target company may have an agreement with a
consultant or advisor providing that services of the consultant or
advisor be continued after any business combination. Additionally, a
target company may be presented to the Company only on the condition
that the services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the
selection of a target company.

TERMS OF A BUSINESS COMBINATION

In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity. On the consummation of a
transaction, it is likely that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, it is likely that the Company's officer and
director will, as part of the terms of the acquisition transaction,
resign and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered
into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank
check company. The issuance of additional securities and their
potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there
is no assurance.

While the terms of a business transaction to which the Company
may be a party cannot be predicted, it is expected that the parties
to the business transaction will desire to avoid the creation of a
taxable event and thereby structure the acquisition in a tax-free
reorganization under Sections 351 or 368 of the Internal Revenue
Code of 1986, as amended.

With respect to negotiations with a target company, management
expects to focus on the percentage of the Company which target
company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other
things, the target company's assets and liabilities, the Company's
shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger
or acquisition. The percentage of ownership may be subject to

<PAGE>

significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected
by the Company can be expected to have a significant dilutive
effect on the percentage of shares held by the Company's
shareholders at such time.

The Company will participate in a business opportunity only
after the negotiation and execution of appropriate agreements.
Although the terms of such agreements cannot be predicted, generally
such agreements will require certain representations and warranties
of the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.

FS Capital Markets Group Inc. will pay all expenses in regard
to its search for a suitable target company. The Company does not
anticipate expending funds itself for locating a target company.
Michael C.W. Tay, the officer and director of the Company, will
provide his services without charge or repayment by the Company. To
date, FS Capital Markets Group Inc. has incurred expenses on behalf
of the Company aggregating approximately $299, including
incorporation and accounting expenses. The Company will not borrow
any funds to make any payments to the Company's management, its
affiliates or associates.

The Board of Directors has passed a resolution which contains
a policy that the Company will not seek a business combination with
any entity in which the Company's officer, director, shareholders or
any affiliate or associate serves as an officer or director or holds
any ownership interest.

UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES

As part of a business combination agreement, the Company
intends to obtain certain representations and warranties from a
target company as to its conduct following the business combination.
Such representations and warranties may include (i) the agreement
of the target company to make all necessary filings and to take all
other steps necessary to remain a reporting company under the
Exchange Act (ii) imposing certain restrictions on the timing and
amount of the issuance of additional free-trading stock, including
stock registered on Form S-8 or issued pursuant to Regulation S and
(iii) giving assurances of ongoing compliance with the Securities
Act, the Exchange Act, the General Rules and Regulations of the
Securities and Exchange Commission, and other applicable laws, rules
and regulations.

A prospective target company should be aware that the market
price and volume of its securities, when and if listed for secondary
trading, may depend in great measure upon the willingness and
efforts of successor management to encourage interest in the Company
within the United States financial community. The Company does not
have the market support of an underwriter that would normally follow
a public offering of its securities. Initial market makers are
likely to simply post bid and asked prices and are unlikely to take
positions in the Company's securities for their own account or
customers without active encouragement and a basis for doing so. In
addition, certain market makers may take short positions in the
Company's securities, which may result in a significant pressure on
their market price. The Company may consider the ability and
commitment of a target company to actively encourage interest in its
securities following a business combination in deciding whether to

<PAGE>

enter into a transaction with such company.

A business combination with the Company separates the process
of becoming a public company from the raising of investment capital.
As a result, a business combination with Company normally will not
be a beneficial transaction for a target company whose primary
reason for becoming a public company is the immediate infusion of
capital. The Company may require assurances from the target company
that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the
business combination. However, it is possible that a target company
may give such assurances in error, or that the basis for such belief
may change as a result of circumstances beyond the control of the
target company.

Prior to completion of a business combination, the Company
will generally require that it be provided with written materials
regarding the target company containing such items as a description
of products, services and company history; management resumes;
financial information; available projections, with related
assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks, or
service marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between
such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks
and competitive conditions; a financial plan of operation and
estimated capital requirements; audited financial statements, or if
they are not available, unaudited financial statements, together
with reasonable assurances that audited financial statements would
be able to be produced within a reasonable period of time not to
exceed 75 days following completion of a business combination; and
other information deemed relevant.

COMPETITION

The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.

ITEM 3. DESCRIPTION OF PROPERTY

The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses the
offices of management at no cost to the Company. Management has
agreed to continue this arrangement until the Company completes an
acquisition or merger.

<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth each person known by the
Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors
and officers of the Company as a group. Except as noted, each person
has sole voting and investment power with respect to the shares shown.

Name and Address Amount of Beneficial
of Beneficial Owner Ownership of Class Percentage
- ------------------- -------------------- ----------
<S> <C> <C>
FS Capital Markets 5,000,000 100%
Group Inc. (1)
1422 Chestnut Street
4th Floor, Suite 410
Philadelphia, PA 19102

Michael C.W. Tay (2) 5,000,000 100%
1422 Chestnut Street
4th Floor, Suite 410
Philadelphia, PA 19102

All Executive Officers and
Directors as a Group (1 Person) 5,000,000
100%

</TABLE>

(1) Mr. Tay is the controlling shareholder and sole director
and officer of FS Capital Markets Group Inc. FS Capital Markets
Group Inc. has agreed to provide certain assistance to the Company
in locating potential target companies, and to pay all costs of the
Company until a business combination, without reimbursement. See
"PLAN OF OPERATIONS -- General Business Plan".

(2) As the controlling shareholder, sole director and officer
of FS Capital Markets Group Inc., Mr. Tay is deemed to be the
beneficial owner of the common stock of the Company owned by FS
Capital Markets Group Inc.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The Company has one Director and Officer as follows:

Name Age Positions and Offices Held
---- --- --------------------------

Michael C.W. Tay 62 President, Secretary,
Director

There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.

<PAGE>

Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience
during at least the last five years:

Michael C.W. Tay has served as president, chief executive
officer and a member of our board of directors since December 27,
1999. Prior thereto, Mr. Tay founded and served as the President
of FS Capital Markets Group Inc., a private Philadelphia merchant
bank. Mr. Tay also serves as the president, secretary, treasurer
and a director of four other companies; First Philadelphia Capital
Corp., InterContinental Finance Corporation, Net Builders
International Corp., and Tong Ah Global Ventures Corp. All the
companies were incorporated on December 27, 1999, with the exception
of Tong Ah Global Ventures Corp., which was incorporated on December
7, 1999. Mr. Tay is currently devoting his full time managing his
own investments.

PREVIOUS BLANK CHECK COMPANIES

Management has not been involved in any previous blank check
offerings.

CURRENT BLANK CHECK COMPANIES

Michael C.W. Tay, the president of the Company, is currently
involved with other blank check companies, and is involved in
creating additional companies similar to this one. The initial
business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies and
each were or will be classified as a blank check company until
completion of a business combination.

Target companies will be located for the Company and other
identical blank check companies in chronological order of the date
of formation of such blank check companies or, in the case of blank
check companies formed on the same date, alphabetically. However,
certain blank check companies may differ from the Company in certain
items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities,
preference of a certain blank check company name by management of
the target company, or other items. It may be that a target company
may be more suitable for or may prefer a certain blank check company
formed after the Company. In such case, a business combination might
be negotiated on behalf of the more suitable or preferred blank
check company regardless of date of formation.

Mr. Tay is the president, sole director and a beneficial
shareholder of First Philadelphia Capital Corp., InterContinental
Finance Corp., Net Builders International Corp., and Tong Ah Global
Ventures Corp. Each of these companies, with the exception of Net
Builders International Corp., has filed a registration statement on
Form 10-SB under the Exchange Act, which as of the date of this
Registration Statement has not been declared effective. The
initial business purpose of each of these companies is to engage in
a merger or acquisition with an unidentified company or companies
and each will be classified as a blank check company until
completion of a business acquisition.

<PAGE>

RECENT TRANSACTIONS BY BLANK CHECK COMPANIES

None.

CONFLICTS OF INTEREST

Michael C.W. Tay, the Company's sole officer and director, has
organized and expects to organize other companies of a similar
nature and with a similar purpose as the Company. Consequently,
there are potential inherent conflicts of interest in acting as an
officer and director of the Company. In addition, insofar as Mr. Tay
is engaged in other business activities, he may devote only a
portion of his time to the Company's affairs.

A conflict may arise in the event that another blank check
company with which Mr. Tay is affiliated also actively seeks a
target company. It is anticipated that target companies will be
located for the Company and other blank check companies in
chronological order of the date of formation of such blank check
companies or, in the case of blank check companies formed on the
same date, alphabetically. However, other blank check companies may
differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working capital,
types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a
business combination might be negotiated on behalf of the more
suitable or preferred blank check company regardless of date of
formation.

Mr. Tay intends to devote as much time to the activities of
the Company as required. However, should such a conflict arise,
there is no assurance that Mr. Tay would not attend to other matters
prior to those of the Company. Mr. Tay estimates that the business
plan of the Company can be implemented in theory by devoting
approximately 10 to 25 hours per month over the course of several
months but such figure cannot be stated with precision.

Mr. Tay is the president, director and controlling shareholder
of FS Capital Markets Group Inc., a Delaware corporation, which owns
5,000,000 shares of the Company's common stock. At the time of a
business combination, some or all of the shares of common stock
owned by FS Capital Markets Group Inc. may be purchased by the
target company or retired by the Company. The amount of common stock
sold or continued to be owned by FS Capital Markets Group Inc.
cannot be determined at this time.

The terms of business combination may include such terms as
Mr. Tay remaining a director or officer of the Company. The terms of
a business combination may provide for a payment by cash or
otherwise to FS Capital Markets Group Inc., for the purchase or
retirement of all or part of its common stock of the Company by a
target company or for services rendered incident to or following a
business combination. Mr. Tay would directly benefit from such
employment or payment. Such benefits may influence Mr. Tay's choice
of a target company. However, Mr. Tay's beneficial and economic
interest in all blank check companies with which he is currently
involved is identical.

The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management of the Company or any affiliates or associates have any
interest, direct or indirect.

<PAGE>

There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.

INVESTMENT COMPANY ACT OF 1940

Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company will
not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive investment
interests in a number of entities the Company could be subject to
regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940. Any violation of
such Act would subject the Company to material adverse consequences.

ITEM 6. EXECUTIVE COMPENSATION.

The Company's officer and director does not receive any
compensation for his services rendered to the Company, has not
received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company. However,
the officer and director of the Company anticipates receiving
benefits as a beneficial shareholder of the Company, as the officer
and director and controlling shareholder of Tower Global Ventures
Corp. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS Conflicts of Interest".

No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has issued a total of 5,000,000 shares of Common
Stock to the following persons for a total of $500 in cash:

Name Number of Total Shares Consideration
- ---- --------------- --------------------
<S> <C> <C>
FS Capital Markets Group Inc. 5,000,000 $500

</TABLE>

Mr. Tay is the sole director, controlling shareholder and
president of FS Capital Markets Group Inc. With respect to the sales
made to FS Capital Markets Group Inc., the Company relied upon
Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 506 promulgated thereunder.

<PAGE>

ITEM 8. DESCRIPTION OF SECURITIES.

The authorized capital stock of the Company consists of
25,000,000 shares of common stock, par value $.0001 per share, of
which there are 5,000,000 issued and outstanding and 5,000,000
shares of preferred stock, par value $.0001 per share, of which none
have been designated or issued. The following statements relating to
the capital stock set forth the material terms of the Company's
securities; however, reference is made to the more detailed
provisions of, and such statements are qualified in their entirety
by reference to, the Certificate of Incorporation and the By-laws,
copies of which are filed as exhibits to this registration statement.

COMMON STOCK

Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratably in dividends,
if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor.
In the event of a liquidation, dissolution or winding up of the
Company, the holders of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. All
of the outstanding shares of common stock are fully paid and
non-assessable.

Holders of common stock have no preemptive rights to purchase
the Company's common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.

PREFERRED STOCK

The Board of Directors is authorized to provide for the
issuance of shares of preferred stock in series and, by filing a
certificate pursuant to the applicable law of Delaware, to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights
of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of preferred stock so issued
would have priority over the common stock with respect to dividend
or liquidation rights. Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in
control of the Company without further action by the shareholders
and may adversely affect the voting and other rights of the holders
of common stock. At present, the Company has no plans to issue any
preferred stock nor adopt any series, preferences or other
classification of preferred stock.

The issuance of shares of preferred stock, or the issuance of
rights to purchase such shares, could be used to discourage an
unsolicited acquisition proposal. For instance, the issuance of a
series of preferred stock might impede a business combination by
including class voting rights that would enable the holder to block
such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage
vote of the stockholders. In addition, under certain circumstances,
the issuance of preferred stock could adversely affect the voting
power of the holders of the common stock. Although the Board of
Directors is required to make any determination to issue such stock
based on its judgment as to the best interests of the stockholders
of the Company, the Board of Directors could act in a manner that

<PAGE>

would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in
their best interests or in which stockholders might receive a
premium for their stock over the then market price of such stock.
The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or stock exchange rules. The
Company has no present plans to issue any preferred stock.

DIVIDENDS

Dividends, if any, will be contingent upon the Company's
revenues and earnings, if any, capital requirements and financial
conditions. The payment of dividends, if any, will be within the
discretion of the Company's Board of Directors. The Company
presently intends to retain all earnings, if any, for use in its
business operations and accordingly, the Board of Directors does not
anticipate declaring any dividends prior to a business combination.

TRADING OF SECURITIES IN SECONDARY MARKET

The National Securities Market Improvement Act of 1996 limited
the authority of states to impose restrictions upon sales of
securities made pursuant to Sections 4(1) and 4(3) of the
Securities Act of companies which file reports under Sections 13 or
15(d) of the Exchange Act. Upon effectiveness of this registration
statement, the Company will be required to, and will, file reports
under Section 13 of the Exchange Act. As a result, sales of the
Company's common stock in the secondary market by the holders
thereof may then be made pursuant to Section 4(1) of the Securities
Act (sales other than by an issuer, underwriter or broker) without
qualification under state securities acts.

Following a business combination, a target company will
normally wish to cause the Company's common stock to trade in one or
more United States securities markets. The target company may elect
to take the steps required for such admission to quotation following
the business combination or at some later time.

In order to qualify for listing on the Nasdaq SmallCap Market,
a company must have at least (i) net tangible assets of $4,000,000
or market capitalization of $50,000,000 or net income for two of the
last three years of $750,000; (ii) public float of 1,000,000 shares
with a market value of $5,000,000; (iii) a bid price of $4.00; (iv)
three market makers; (v) 300 shareholders and (vi) an operating
history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the NASDAQ SmallCap Market,
a company must have at least (i) net tangible assets of $2,000,000
or market capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of 500,000 shares
with a market value of $1,000,000; (iii) a bid price of $1.00; (iv)
two market makers; and (v) 300 shareholders.

If, after a business combination, the Company does not meet
the qualifications for listing on the NASDAQ SmallCap Market, the
Company may apply for quotation of its securities on the OTC
Bulletin Board. In certain cases the Company may elect to have its
securities initially quoted in the "pink sheets" published by the
National Quotation Bureau, Inc.

<PAGE>

To have its securities quoted on the OTC Bulletin Board a
company must:

(1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators;

(2) has at least one market maker who completes and files a
Form 211 with NASD Regulation, Inc.

The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the NASDAQ Stock Market, companies cannot directly apply to
be quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company
not listed on the NASDAQ Stock Market or on a national securities
exchange is eligible.

TRANSFER AGENT

It is anticipated that Stocktrans, Inc., 7 East Lancaster
Avenue, Ardmore, PA 19003 will act as transfer agent for the common
stock of the Company.

PART II

ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(A) MARKET PRICE. There is no trading market for the Company's
Common Stock at present and there has been no trading market to
date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.

The Securities and Exchange Commission has adopted Rule 15g-9
which establishes the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules require:

(i) that a broker or dealer approve a person's account for
transactions in penny stocks and

(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in
penny stocks, the broker or dealer must

(i) obtain financial information and investment experience and
objectives of the person; and

(ii) make a reasonable determination that the transactions in
penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight
form,

<PAGE>

(i) sets forth the basis on which the broker or dealer made
the suitability determination and

(ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure
also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions.

Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and
information on the limited market in penny stocks.

(B) HOLDERS. There is one holder of the Company's Common
Stock. The issued and outstanding shares of the Company's Common
Stock were issued in accordance with the exemptions from
registration afforded by Section 4(2) of the Securities Act of 1933
and Rule 506 promulgated thereunder.

ITEM 2. LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the
Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

The Company has not changed accountants since its formation
and there are no disagreements with the findings of its accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Company has sold securities
which were not registered as follows:

Number
Date Name of Shares Consideration
- ---- ---- --------- -------------
<S> <C> <C> <C>
December 29, 1999 FS Capital Markets Group Inc. 5,000,000 $500

</TABLE>

- --------

<PAGE>

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a
provision eliminating the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper
personal benefit. The Company's Certificate of Incorporation
contains such a provision.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS,
OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

PART F/S

FINANCIAL STATEMENTS.

Set forth below are the audited financial statements for the
Company for the period ended April 30, 2000. The following financial
statements are attached to this report and filed as a part thereof.

<PAGE>

TOWER GLOBAL VENTURES CORP.
(A Development Stage Company)

AUDITED FINANCIAL STATEMENTS

APRIL 30, 2000
--------------

<PAGE>

TOWER GLOBAL VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)

INDEX
-----

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

Page(s)
-------

Independent Auditors' Report 3

Financial Statements

Statement of Financial Position, as of
April 30, 2000 4

Statement of Operations and Retained Earning
(Deficit) for the Period from
December 27, 1999 (Inception) through
April 30, 2000 5

Statement of Stockholders' Equity for the
Period from December 27, 1999
(Inception) through April 30, 2000 6

Statement of Cash Flows for the Period from
December 27, 1999 (Inception) through
April 30, 2000 7

Notes to Financial Statements 8-9

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

-2-

<PAGE>

- ------------------------------------------------------------------
H. Timothy Woo & Co. CPAs
(a member firm of DMHD Hamilton Clark & Co.) direct) 201-970-6674
16 West 32nd Street tel) 212-779-2459
Suite 805 fax) 815-846-7550
New York, N.Y. 10001 e-mail) [email protected]
- ------------------------------------------------------------------

INDEPENDENT AUDITORS' REPORT
----------------------------

To the Board of Directors of:
Tower Global Ventures Corp.
(A Development Stage Company)
1422 Chestnut Street, Suite 410
Philadelphia, PA 19102-2510

We have audited the accompanying statement of financial position of
Tower Global Ventures Corp. (a development stage company) as of
April 30, 2000 and the related statements of operations and retained
earning (deficit), stockholders' equity, and cash flows for the
period from December 27, 1999 (inception) through April 30, 2000.
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 Tower
Global Ventures Corp. (a development stage company) as of
April 30, 2000, and the results of its operations and its cash
flows for the period from December 27, 1999 (inception) through
April 30, 2000 in conformity with generally accepted accounting
principles.

/s/ H. Timothy Woo & Co. CPAs
- -----------------------------
H. Timothy Woo & Co. CPAs

May 5, 2000
New York, NY

-3-

<PAGE>

TOWER GLOBAL VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF FINANCIAL POSITION
-------------------------------

as of April 30, 2000
- --------------------

ASSET:
- ------

Cash $ 500
---------
TOTAL ASSET $ 500
=========

LIABILITIES and STOCKHOLDERS' EQUITY:
- -------------------------------------

Liabilities $ -

TOTAL LIABILITIES -

Stockholders' equity
Common stock, $0.0001 par value;
20,000,000 shares authorized;
5,000,000 shares issued and
outstanding 500

Preferred stock, $0.0001 par value;
5,000,000 shares authorized, zero
shares issued and outstanding -

Additional paid-in capital 299

Accumulated deficit during
development stage (299)
--------
TOTAL LIABILITIES and STOCKHOLDERS' EQUITY $ 500
========

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

<PAGE>

TOWER GLOBAL VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND
RETAINED EARNING (DEFICIT)
--------------------------

For the period from December 27, 1999 (inception) through April 30, 2000
- ------------------------------------------------------------------------

Income $ -

Operating Expenses

Organization expense (299)
---------

Loss before provision for income taxes (299)

Provision for income taxes -
---------

Net loss (299)
---------

Retained earnings, at beginning

Deficit, at end $ (299)
=========

Accompanying notes are an integral part of financial statements.
-5-

<PAGE>

<TABLE>

TOWER GLOBAL VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------

For the period from December 27, 1999 (inception) through April 30, 2000
- ------------------------------------------------------------------------

Common Stock
------------------------- Additional Total
Numbers of paid-in Retained Stockholders'
Shares Amount capital earning Equity
------------ ----------- ----------- --------- -------------

Balance, December 29, 1999 5,000,000 $ 500 $ - $ - $ 500

Fair value of services and
expenses contributed 299 299

Net loss (299) (299)
------------ ----------- ----------- --------- -------------

Balance, April 30, 2000 5,000,000 $ 500 $ 299 $ (299) $ 500
============ =========== =========== ========= =============

</TABLE>

Accompanying notes are an integral part of financial statements.
-6-

<PAGE>

<TABLE>

TOWER GLOBAL VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
-----------------------

For the period from December 27, 1999 (inception) through April 30, 2000
- ------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------

<S> <C>
Net loss $ (299)
Adjustment to reconcile net loss to net cash used in operating activities:
Capitalized services and expenses 299
------------

Net cash used in operating activities -

CASH FLOWS FROM INVESTING ACTIVITIES: -
- -------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------

Proceeds from issuance of common stock 500
------------

Increase in cash and cash equivalents 500

Cash and cash equivalents, beginning of period -
------------

Cash and cash equivalents, end of period $ 500
============

</TABLE>

Accompanying notes are an integral part of financial statements.
-7-

<PAGE>

TOWER GLOBAL VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
As of April 30, 2000
--------------------

1. Organization and Summary of Significant Accounting Policies:
- ---------------------------------------------------------------

Business
--------

Tower Global Ventures Corp. (a development stage
company) (the "Company") was incorporated in the State
of Delaware on December 27, 1999 to serve as a vehicle to
effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic
or foreign private business. As of April 30, 2000, the
Company did not commence any formal business operations.
Therefore, all the activities to date relate to the
Company's formation and proposed fund raising. The
Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent
upon its ability to identify a prospective target business
and raise the capital it will require through the issuance
of equity securities, debt securities, bank borrowings or
a combination thereof.

The following is a summary of the significant accounting
policies followed by the Company in the preparation of the
financial statements.

Use of Estimates
----------------

The preparation of the financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those amounts.

Cash and Cash Equivalents
-------------------------

For purposes of reporting the statement of cash flows, cash
and cash equivalents include highly liquid investments with
maturities of three months or less at the time of purchase.

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

The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, "Accounting for
Income Taxes," ("SFAS 109"). Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the
financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred
tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in
which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. There were no
current or deferred income tax expense or benefits due to the
fact that the Company did not have any material operations
for the period from December 27, 1999 (inception) through
April 30, 2000.

-8-

<PAGE>

TOWER GLOBAL VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
As of April 30, 2000
--------------------

2. Stockholders' Equity:
------------------------

Common Stock
------------

The Company is authorized to issue 20,000,000 shares of
common stock at $0.0001 par value. The Company issued
5,000,000 shares of its common stock to FS Capital
Markets Group Inc. for an aggregate of $500.

Preferred Stock
---------------

The Company is authorized to issue 5,000,000 shares of
preferred stock at $0.0001 par value, with such
designations, voting and other rights and preferences as
may be determined from time to time by the Board of
Directors. The Company did not issue any shares of its
preferred stock as of April 30, 2000.

Additional Paid-in Capital
--------------------------

Additional paid-in capital as of April 30, 2000
represents the fair value of services contributed to the
Company by its president and the amount of costs
incurred by FS Capital Markets Group Inc. on behalf of
the Company.

3. Transactions with Related Party:
-----------------------------------

The Company has signed an agreement with a related party,
FS Capital Markets Group Inc. (the "Group") on December
29, 1999. The Group owns 5,000,000 shares of the Company's
common stock. The agreement calls for the Group to provide
the following services, without reimbursement from the
Company, until the Company enters into a business
combination as described in Note 1.

a. Preparation and filing of required documents with
the U.S. Securities and Exchange Commission.

b. Locating and review of potential target companies.

c. Payment of all corporate, organizational, and
other costs incurred by the Company.

-9-

<PAGE>

PART III

ITEM 1. INDEX TO EXHIBITS.

EXHIBIT NUMBER DESCRIPTION

3.1 Certificate of Incorporation
3.2 By-Laws
3.3 Specimen stock certificate
10.1 Agreement with FS Capital Markets Group Inc.
10.2 Shareholder agreement
23.1 Consent of Accountants
27 Financial Data Schedule

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act
of 1934, the Registrant caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized.

Tower Global Ventures Corp.

By: /s/ Michael C.W. Tay
-------------------------
Michael C.W. Tay
Director and President

May 10, 2000

<PAGE>

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

<PAGE>

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/27/1999
991563332 - 3149325

CERTIFICATE OF INCORPORATION

Tower Global Ventures Corp.

ARTICLE ONE

Name

The name of the Corporation is Tower Global Ventures
Corp.

ARTICLE TWO

Duration

The Corporation shall have perpetual existence.

ARTICLE THREE

Purpose

The purpose for which this Corporation is organized is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation
shall have authority to issue is 25,000,000 shares, consisting of
20,000,000 shares of Common Stock having a par value of $.0001 per
share and 5,000,000 shares of Preferred Stock having a par value of
$.0001 per share.

The Board of Directors is authorized to provide for the
issuance of the shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the State of Delaware,
to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

<PAGE>

The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to,
determination of the following:

A. The number of shares constituting that series and the
distinctive designation of that series;

B. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends
on share of that series;

C. Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;

D. Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as
the Board of Directors shall determine;

E. Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;

F. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;

G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, and the relative rights of priority, if any, of
payment of shares of that series; and

H. Any other relative rights, preferences and limitations of
that series.

ARTICLE FIVE

Commencement of Business

The Corporation is authorized to commence business as soon as
its certificate of incorporation has been filed.

ARTICLE SIX

Principal Office and Registered Agent

The address of the initial registered office of the
Corporation and the name of its initial registered agent and its
business address is

William Tay, 110 West Ninth Street, #134, Wilmington, Delaware
19801-1618.

<PAGE>

ARTICLE SEVEN

Incorporator

The name and address of the Incorporator are as follows:

William Tay, 110 West Ninth Street, #134, Wilmington, Delaware
19801-1618.

ARTICLE EIGHT

Initial Director

The powers of the undersigned incorporator will terminate upon
filing of the certificate of incorporation. The name and mailing
address of the person(s) who will serve as initial director(s) until
the first annual meeting of stockholders or until a successor(s) is
elected and qualified are:

Michael C.W. Tay, 1422 Chestnut Street, Suite 410,
Philadelphia, PA 19102.

ARTICLE NINE

Pre-Emptive Rights

No Shareholder or other person shall have any pre-emptive
rights whatsoever.

ARTICLE TEN

By-Laws

The initial by-laws shall be adopted by the Shareholders or
the Board of Directors. The power to alter, amend, or repeal the
by-laws or adopt new by-laws is vested in the Board of Directors,
subject to repeal or change by action of the Shareholders.

ARTICLE ELEVEN

Number of Votes

Each share of Common Stock has one vote on each matter on
which the share is entitled to vote.

ARTICLE TWELVE

Majority Votes

A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in
person or by proxy) is sufficient for any action which requires the
vote or concurrence of Shareholders, unless otherwise required or
permitted by law or the by-laws of the Corporation.

<PAGE>

ARTICLE THIRTEEN

Non-Cumulative Voting

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

ARTICLE FOURTEEN

Interested Directors, Officers and Securityholders

A. Validity. If Paragraph (B) is satisfied, no contract or
other transaction between the Corporation and any of its directors,
officers or securityholders, or any corporation or firm in which any
of them are directly or indirectly interested, shall be invalid
solely because of this relationship or because of the presence of
the director, officer or securityholder at the meeting of the Board
of Directors or committee authorizing the contract or transaction,
or his participation or vote in the meeting or authorization.

B. Disclosure, Approval, Fairness. Paragraph (A) shall apply
only if:

(1) The material facts of the relationship or interest of each
such director, officer or securityholder are known or disclosed:

(a) to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction by a
majority of the directors present, each such interested director to
be counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote; or

(b) to the Shareholders and they nevertheless authorize or
ratify the contract or transaction by a majority of the shares
present, each such interested person to be counted for quorum and
voting purposes; or

(2) the contract or transaction is fair to the Corporation as
of the time it is authorized or ratified by the Board of Directors,
the committee or the Shareholders.

ARTICLE FIFTEEN

Indemnification and Insurance

A. Persons. The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent permitted
from time to time by law:

(1) any person who is or was director, officer, agent or
employee of the Corporation, and

(2) any person who serves or served at the Corporation's
request as a director, officer, agent, employee, partner or trustee
of another corporation or of a partnership, joint venture, trust or
other enterprise.

<PAGE>

B. Extent--Derivative Suits. In case of a suit by or in the
right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in
Paragraph (C), for expenses (including attorney's fees but excluding
amounts paid in settlement) actually and reasonably incurred by him
in connection with the defense or settlement of the suit.

C. Standard--Derivative Suits. In case of a suit by or in the
right of the Corporation, a person named in Paragraph (A) shall be
indemnified only if:

(1) he is successful on the merits or otherwise, or

(2) he acted in good faith in the transaction which is the
subject of the suit, and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation.
However, he shall not be indemnified in respect of any claim, issue
or matter as to which he has been adjudged liable for negligence or
misconduct in the performance of his duty to the Corporation unless
(and only to the extent that) the court in which the suit was
brought shall determine, upon application, that despite the
adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court
shall deem proper.

D. Extent--Nonderivative Suits. In case of a suit, action or
proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the
Corporation against a person named in Paragraph (A) by reason of his
holding a position named in Paragraph (A), the Corporation shall
indemnify him, if he satisfies the standard in Paragraph (E), for
amounts actually and reasonably incurred by him in connection with
the defense or settlement of the suit as (1) expenses (including
attorneys' fees), (2) amounts paid in settlement (3) judgments, and
(4) fines.

E. Standard--Nonderivative Suits. In case of a nonderivative
suit, a person named in Paragraph (A) shall be indemnified only if:

(1) he is successful on the merits or otherwise, or

(2) he acted in good faith in the transaction which is the
subject of the nonderivative suit, and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal action or proceeding,
he had no reason to believe his conduct was unlawful. The
termination of a nonderivative suit by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person failed to
satisfy this Paragraph (E) (2).

F. Determination That Standard Has Been Met. A determination
that the standard of Paragraph (C) or (E) has been satisfied may be
made by a court of law or equity or the determination may be made by:

(1) a majority of the directors of the Corporation (whether or
not a quorum) who were not parties to the action, suit or
proceeding, or

(2) independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by
the Shareholders of the Corporation) in a written opinion, or

<PAGE>

(3) the Shareholders of the Corporation.

G. Proration. Anyone making a determination under Paragraph
(F) may determine that a person has met the standard as to some
matters but not as to others, and may reasonably prorate amounts to
be indemnified.

H. Advance Payment. The Corporation may pay in advance any
expenses (including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:

(1) the Board of Directors authorizes the specific payment and

(2) the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to
indemnification by the Corporation under Paragraphs (A) - (G).

I. Nonexclusive. The indemnification provided by Paragraphs
(A) - (G) shall not be exclusive of any other rights to which a
person may be entitled by law or by by-law, agreement, vote of
Shareholders or disinterested directors, or otherwise.

J. Continuation. The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person who
has ceased to hold a position named in paragraph (A) and shall inure
to his heirs, executors and administrators.

K. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by
him in any such positions or arising out of this status as such,
whether or not the Corporation would have power to indemnify him
against such liability under Paragraphs (A) - (H).

L. Reports. Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K)
shall be reported in writing to the Shareholders of the Corporation
with the next notice of annual meeting, or within six months,
whichever is sooner.

M. Amendment of Article. Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be
incorporated by reference in this Article as of the date of such
changes without further action by the Corporation, its Board of
Directors, of Shareholders, it being the intention of this Article
that directors, officers, agents and employees of the Corporation
shall be indemnified to the maximum degree allowed by the General
Corporation Law of the State of Delaware at all times.

ARTICLE SIXTEEN

Limitation On Director Liability

A. Scope of Limitation. No person, by virtue of being or
having been a director of the Corporation, shall have any personal
liability for monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except as to the
extent provided in Paragraph (B).

<PAGE>

B. Extent of Limitation. The limitation provided for in this
Article shall not eliminate or limit the liability of a director to
the Corporation or its Shareholders (i) for any breach of the
director's duty of loyalty to the Corporation or its Shareholders
(ii) for any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law (iii) for any
unlawful payment of dividends or unlawful stock purchases or
redemptions in violation of Section 174 of the General Corporation
Law of Delaware or (iv) for any transaction for which the director
derived an improper personal benefit.

IN WITNESS WHEREOF, the incorporator hereunto has executed
this certificate of incorporation on this 22nd day of December, 1999.

/s/ William Tay
--------------------
William Tay
INCORPORATOR

<PAGE>

EXHIBIT 3.2

BY-LAWS

<PAGE>

Tower Global Ventures Corp.

BY-LAWS

ARTICLE I

The Stockholders

SECTION 1.1. ANNUAL MEETING. The annual meeting of the
stockholders of Tower Global Ventures Corp. (the
"Corporation") shall be held on the third Thursday in May of each
year at 10:30 a.m. local time, or at such other date or time as
shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, for the election of directors
and for the transaction of such other business as may come before
the meeting.

SECTION 1.2. SPECIAL MEETINGS. A special meeting of the
stockholders may be called at any time by the written resolution or
request of two-thirds or more of the members of the Board of
Directors, the president, or any executive vice president and shall
be called upon the written request of the holders of two-thirds or
more in amount, of each class or series of the capital stock of the
Corporation entitled to vote at such meeting on the matters(s) that
are the subject of the proposed meeting, such written request in
each case to specify the purpose or purposes for which such meeting
shall be called, and with respect to stockholder proposals, shall
further comply with the requirements of this Article.

SECTION 1.3. NOTICE OF MEETINGS. Written notice of each
meeting of stockholders, whether annual or special, stating the
date, hour and place where it is to be held, shall be served either
personally or by mail, not less than fifteen nor more than sixty
days before the meeting, upon each stockholder of record entitled
to vote at such meeting, and to any other stockholder to whom the
giving of notice may be required by law. Notice of a special meeting
shall also state the purpose or purposes for which the meeting is
called and shall indicate that it is being issued by, or at the
direction of, the person or persons calling the meeting. If, at any
meeting, action is proposed to be taken that would, if taken,
entitle stockholders to receive payment for their stock, the notice
of such meeting shall include a statement of that purpose and to
that effect. If mailed, notice shall be deemed to be delivered when
deposited in the United States mail or with any private express mail
service, postage or delivery fee prepaid, and shall be directed to
each such stockholder at his address, as it appears on the records
of the stockholders of the Corporation, unless he shall have
previously filed with the secretary of the Corporation a written
request that notices intended for him be mailed to some other
address, in which case, it shall be mailed to the address designated
in such request.

SECTION 1.4. FIXING DATE OF RECORD. (a) In order that the
Corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders, or any adjournment thereof,
the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to

<PAGE>

notice of, or to vote at, a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice
is given, or if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of, or to
vote at, a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting (to the extent that such action by written consent
is permitted by law, the Certificate of Incorporation or these
By-Laws), the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by law, shall be
the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in its state of
incorporation, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made
to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by law, the record date
for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on
the day on which the Board of Directors adopts the resolution
taking such prior action.

(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled
to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

SECTION 1.5. INSPECTORS. At each meeting of the stockholders,
the polls shall be opened and closed and the proxies and ballots
shall be received and be taken in charge. All questions touching on
the qualification of voters and the validity of proxies and the
acceptance or rejection of votes, shall be decided by one or more
inspectors. Such inspectors shall be appointed by the Board of
Directors before or at the meeting, or, if no such appointment shall
have been made, then by the presiding officer at the meeting. If
for any reason any of the inspectors previously appointed shall fail
to attend or refuse or be unable to serve, inspectors in place of
any so failing to attend or refusing or unable to serve shall be
appointed in like manner.

<PAGE>

SECTION 1.6. QUORUM. At any meeting of the stockholders, the
holders of a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum of the stockholders
for all purposes, unless the representation of a larger number shall
be required by law, and, in that case, the representation of the
number so required shall constitute a quorum.

If the holders of the amount of stock necessary to constitute
a quorum shall fail to attend in person or by proxy at the time and
place fixed in accordance with these By-Laws for an annual or
special meeting, a majority in interest of the stockholders present
in person or by proxy may adjourn, from time to time, without notice
other than by announcement at the meeting, until holders of the
amount of stock requisite to constitute a quorum shall attend. At
any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the
meeting as originally notified.

SECTION 1.7. BUSINESS. The chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an
executive vice president, in the order named, shall call meetings of
the stockholders to order, and shall act as chairman of such
meeting; provided, however, that the Board of Directors or executive
committee may appoint any stockholder to act as chairman of any
meeting in the absence of the chairman of the Board. The secretary
of the Corporation shall act as secretary at all meetings of the
stockholders, but in the absence of the secretary at any meeting of
the stockholders, the presiding officer may appoint any person to
act as secretary of the meeting.

SECTION 1.8. STOCKHOLDER PROPOSALS. No proposal by a
stockholder shall be presented for vote at a special or annual
meeting of stockholders unless such stockholder shall, not later
than the close of business on the fifth day following the date on
which notice of the meeting is first given to stockholders, provide
the Board of Directors or the secretary of the Corporation with
written notice of intention to present a proposal for action at the
forthcoming meeting of stockholders, which notice shall include the
name and address of such stockholder, the number of voting
securities that he holds of record and that he holds beneficially,
the text of the proposal to be presented to the meeting and a
statement in support of the proposal.

Any stockholder who was a stockholder of record on the
applicable record date may make any other proposal at an annual
meeting or special meeting of stockholders and the same may be
discussed and considered, but unless stated in writing and filed
with the Board of Directors or the secretary prior to the date set
forth herein above, such proposal shall be laid over for action at
an adjourned, special, or annual meeting of the stockholders taking
place sixty days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual
meeting of reports of officers, directors, and committees, but in
connection with such reports, no new business proposed by a
stockholder, qua stockholder, shall be acted upon at such annual
meeting unless stated and filed as herein provided.

Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any stockholder
proposal in its proxy statement materials or otherwise present any
such proposal to stockholders at a special or annual meeting of
stockholders if the Board of Directors reasonably believes the
proponents thereof have not complied with Sections 13 or 14 of the

<PAGE>

Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder; nor shall the Corporation be required to
include any stockholder proposal not required to be included in its
proxy materials to stockholders in accordance with any such section,
rule or regulation.

SECTION 1.9. PROXIES. At all meetings of stockholders, a
stockholder entitled to vote may vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary
before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy.

SECTION 1.10. VOTING BY BALLOT. The votes for directors, and
upon the demand of any stockholder or when required by law, the
votes upon any question before the meeting, shall be by ballot.

SECTION 1.11. VOTING LISTS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares of stock registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.

SECTION 1.12. PLACE OF MEETING. The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or any
special meeting called by the Board of Directors. If no designation
is made or if a special meeting is otherwise called, the place of
meeting shall be the principal office of the Corporation.

SECTION 1.13. VOTING OF STOCK OF CERTAIN HOLDERS. Shares of
capital stock of the Corporation standing in the name of another
corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or
in the absence of such provision, as the board of directors of such
corporation may determine.

Shares of capital stock of the Corporation standing in the
name of a deceased person, a minor ward or an incompetent person may
be voted by his administrator, executor, court-appointed guardian or
conservator, either in person or by proxy, without a transfer of
such stock into the name of such administrator, executor,
court-appointed guardian or conservator. Shares of capital stock of
the Corporation standing in the name of a trustee may be voted by
him, either in person or by proxy.

Shares of capital stock of the Corporation standing in the
name of a receiver may be voted, either in person or by proxy, by
such receiver, and stock held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in any appropriate order of
the court by which such receiver was appointed.

<PAGE>

A stockholder whose stock is pledged shall be entitled to vote
such stock, either in person or by proxy, until the stock has been
transferred into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote, either in person or by proxy, the stock
so transferred.

Shares of its own capital stock belonging to this Corporation
shall not be voted, directly or indirectly, at any meeting and shall
not be counted in determining the total number of outstanding stock
at any given time, but shares of its own stock held by it in a
fiduciary capacity may be voted and shall be counted in determining
the total number of outstanding stock at any given time.

ARTICLE II

Board of Directors

SECTION 2.1. GENERAL POWERS. The business, affairs, and the
property of the Corporation shall be managed and controlled by the
Board of Directors (the "Board"), and, except as otherwise expressly
provided by law, the Certificate of Incorporation or these By-Laws,
all of the powers of the Corporation shall be vested in the Board.

SECTION 2.2. NUMBER OF DIRECTORS. The number of directors
which shall constitute the whole Board shall be not fewer than one
nor more than five. Within the limits above specified, the number of
directors shall be determined by the Board of Directors pursuant to
a resolution adopted by a majority of the directors then in office.

SECTION 2.3. ELECTION, TERM AND REMOVAL. Directors shall be
elected at the annual meeting of stockholders to succeed those
directors whose terms have expired. Each director shall hold office
for the term for which elected and until his or her successor shall
be elected and qualified. Directors need not be stockholders. A
director may be removed from office at a meeting expressly called
for that purpose by the vote of not less than a majority of the
outstanding capital stock entitled to vote at an election of directors.

SECTION 2.4. VACANCIES. Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of
directors, may be filled by the affirmative vote of a majority of
the remaining directors then in office, though less than a quorum;
except that vacancies resulting from removal from office by a vote
of the stockholders may be filled by the stockholders at the same
meeting at which such removal occurs provided that the holders of
not less than a majority of the outstanding capital stock of the
Corporation (assessed upon the basis of votes and not on the basis
of number of shares) entitled to vote for the election of directors,
voting together as a single class, shall vote for each replacement
director. All directors elected to fill vacancies shall hold office
for a term expiring at the time of the next annual meeting of
stockholders and upon election and qualification of his successor.
No decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director.

SECTION 2.5. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the president or to
the secretary of the Corporation. The resignation of any director
shall take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

<PAGE>

SECTION 2.6. PLACE OF MEETINGS, ETC. The Board of Directors
may hold its meetings, and may have an office and keep the books of
the Corporation (except as otherwise may be provided for by law), in
such place or places in or outside the state of incorporation as the
Board from time to time may determine.

SECTION 2.7. REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held as soon as practicable after adjournment
of the annual meeting of stockholders at such time and place as the
Board of Directors may fix. No notice shall be required for any such
regular meeting of the Board.

SECTION 2.8. SPECIAL MEETINGS. Special meetings of the Board
of Directors shall be held at places and times fixed by resolution
of the Board of Directors, or upon call of the chairman of the
Board, if any, or vice-chairman of the Board, if any, the president,
an executive vice president or two-thirds of the directors then in
office.

The secretary or officer performing the secretary's duties
shall give not less than twenty-four hours' notice by letter,
telegraph or telephone (or in person) of all special meetings of the
Board of Directors, provided that notice need not given of the
annual meeting or of regular meetings held at times and places fixed
by resolution of the Board. Meetings may be held at any time without
notice if all of the directors are present, or if those not present
waive notice in writing either before or after the meeting. The
notice of meetings of the Board need not state the purpose of the
meeting.

SECTION 2.9. PARTICIPATION BY CONFERENCE TELEPHONE. Members
of the Board of Directors of the Corporation, or any committee
thereof, may participate in a regular or special or any other
meeting of the Board or committee by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.

SECTION 2.10. ACTION BY WRITTEN CONSENT. Any action required
or permitted to be taken at any meeting of the Board of Directors,
or of any committee thereof, may be taken without a meeting if prior
or subsequent to such action all the members of the Board or such
committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of
the Board or committee.

SECTION 2.11. QUORUM. A majority of the total number of
directors then in office shall constitute a quorum for the
transaction of business; but if at any meeting of the Board there be
less than a quorum present, a majority of those present may adjourn
the meeting from time to time.

SECTION 2.12. BUSINESS. Business shall be transacted at
meetings of the Board of Directors in such order as the Board may
determine. At all meetings of the Board of Directors, the chairman
of the Board, if any, the president, or in his absence the
vice-chairman, if any, or an executive vice president, in the order
named, shall preside.

SECTION 2.13. INTEREST OF DIRECTORS IN CONTRACTS. (a) No
contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in

<PAGE>

which one or more of the Corporation's directors or officers, are
directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board
or committee which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee in
good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or

(3) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee of the Board of Directors or the
stockholders.

(b) Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

SECTION 2.14. COMPENSATION OF DIRECTORS. Each director of the
Corporation who is not a salaried officer or employee of the
Corporation, or of a subsidiary of the Corporation, shall receive
such allowances for serving as a director and such fees for
attendance at meetings of the Board of Directors or the executive
committee or any other committee appointed by the Board as the Board
may from time to time determine.

SECTION 2.15. LOANS TO OFFICERS OR EMPLOYEES. The Board of
Directors may lend money to, guarantee any obligation of, or
otherwise assist, any officer or other employee of the Corporation
or of any subsidiary, whether or not such officer or employee is
also a director of the Corporation, whenever, in the judgment of the
directors, such loan, guarantee, or assistance may reasonably be
expected to benefit the Corporation; provided, however, that any
such loan, guarantee, or other assistance given to an officer or
employee who is also a director of the Corporation must be
authorized by a majority of the entire Board of Directors. Any such
loan, guarantee, or other assistance may be made with or without
interest and may be unsecured or secured in such manner as the Board
of Directors shall approve, including, but not limited to, a pledge
of shares of the Corporation, and may be made upon such other terms
and conditions as the Board of Directors may determine.

SECTION 2.16. NOMINATION. Subject to the rights of holders of
any class or series of stock having a preference over the common
stock as to dividends or upon liquidation, nominations for the
election of directors may be made by the Board of Directors or by
any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election
as directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage

<PAGE>

prepaid, to the secretary of the Corporation not later than (i) with
respect to an election to be held at an annual meeting of
stockholders, the close of business on the last day of the eighth
month after the immediately preceding annual meeting of
stockholders, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, the
close of business on the fifth day following the date on which
notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder
who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission, had
the nominee been nominated, or intended to be nominated, by the
Board of Directors, and; (e) the consent of each nominee to serve as
a director of the Corporation if so elected. The presiding officer
at the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.

ARTICLE III

Committees

SECTION 3.1. COMMITTEES. The Board of Directors, by resolution
adopted by a majority of the number of directors then fixed by these
By-Laws or resolution thereto, may establish such standing or
special committees of the Board as it may deem advisable, and the
members, terms, and authority of such committees shall be set forth
in the resolutions establishing such committee.

SECTION 3.2. EXECUTIVE COMMITTEE NUMBER AND TERM OF OFFICE.
The Board of Directors may, at any meeting, by majority vote of the
Board of Directors, elect from the directors an executive committee.
The executive committee shall consist of such number of members as
may be fixed from time to time by resolution of the Board of
Directors. The Board of Directors may designate a chairman of the
committee who shall preside at all meetings thereof, and the
committee shall designate a member thereof to preside in the absence
of the chairman.

SECTION 3.3. EXECUTIVE COMMITTEE POWERS. The executive
committee may, while the Board of Directors is not in session,
exercise all or any of the powers of the Board of Directors in all
cases in which specific directions shall not have been given by the
Board of Directors; except that the executive committee shall not
have the power or authority of the Board of Directors to (i) amend
the Certificate of Incorporation or the By-Laws of the Corporation,
(ii) fill vacancies on the Board of Directors, (iii) adopt an
agreement or certification of ownership, merger or consolidation,
(iv) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets,
or a dissolution of the Corporation or a revocation of a
dissolution, (v) declare a dividend, or (vi) authorize the issuance
of stock.

<PAGE>

SECTION 3.4. EXECUTIVE COMMITTEE MEETINGS. Regular and special
meetings of the executive committee may be called and held subject
to the same requirements with respect to time, place and notice as
are specified in these By-Laws for regular and special meetings of
the Board of Directors. Special meetings of the executive committee
may be called by any member thereof. Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a
special or regular meeting of the executive meeting if a quorum is
present. At any meeting at which every member of the executive
committee shall be present, in person or by telephone, even though
without any notice, any business may be transacted. All action by
the executive committee shall be reported to the Board of Directors
at its meeting next succeeding such action.

The executive committee shall fix its own rules of procedure,
and shall meet where and as provided by such rules or by resolution
of the Board of Directors, but in every case the presence of a
majority of the total number of members of the executive committee
shall be necessary to constitute a quorum. In every case, the
affirmative vote of a quorum shall be necessary for the adoption of
any resolution.

SECTION 3.5. EXECUTIVE COMMITTEE VACANCIES. The Board of
Directors, by majority vote of the Board of Directors then in
office, shall fill vacancies in the executive committee by election
from the directors.

ARTICLE IV

The Officers

SECTION 4.1. NUMBER AND TERM OF OFFICE. The officers of the
Corporation shall consist of, as the Board of Directors may
determine and appoint from time to time, a chief executive officer,
a president, one or more executive vice-presidents, a secretary, a
treasurer, a controller, and/or such other officers as may from time
to time be elected or appointed by the Board of Directors, including
such additional vice-presidents with such designations, if any, as
may be determined by the Board of Directors and such assistant
secretaries and assistant treasurers. In addition, the Board of
Directors may elect a chairman of the Board and may also elect a
vice-chairman as officers of the Corporation. Any two or more
offices may be held by the same person. In its discretion, the Board
of Directors may leave unfilled any office except as may be required
by law.

The officers of the Corporation shall be elected or appointed
from time to time by the Board of Directors. Each officer shall hold
office until his successor shall have been duly elected or appointed
or until his death or until he shall resign or shall have been
removed by the Board of Directors.

Each of the salaried officers of the Corporation shall devote
his entire time, skill and energy to the business of the
Corporation, unless the contrary is expressly consented to by the
Board of Directors or the executive committee.

SECTION 4.2. REMOVAL. Any officer may be removed by the Board
of Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby.

<PAGE>

SECTION 4.3. THE CHAIRMAN OF THE BOARD. The chairman of the
Board, if any, shall preside at all meetings of stockholders and of
the Board of Directors and shall have such other authority and
perform such other duties as are prescribed by law, by these By-Laws
and by the Board of Directors. The Board of Directors may designate
the chairman of the Board as chief executive officer, in which case
he shall have such authority and perform such duties as are
prescribed by these By-Laws and the Board of Directors for the chief
executive officer.

SECTION 4.4. THE VICE-CHAIRMAN. The vice-chairman, if any,
shall have such authority and perform such other duties as are
prescribed by these By-Laws and by the Board of Directors. In the
absence or inability to act of the chairman of the Board and the
president, he shall preside at the meetings of the stockholders and
of the Board of Directors and shall have and exercise all of the
powers and duties of the chairman of the Board. The Board of
Directors may designate the vice-chairman as chief executive
officer, in which case he shall have such authority and perform such
duties as are prescribed by these By-Laws and the Board of Directors
for the chief executive officer.

SECTION 4.5. THE PRESIDENT. The president shall have such
authority and perform such duties as are prescribed by law, by these
By-Laws, by the Board of Directors and by the chief executive
officer (if the president is not the chief executive officer). The
president, if there is no chairman of the Board, or in the absence
or the inability to act of the chairman of the Board, shall preside
at all meetings of stockholders and of the Board of Directors.
Unless the Board of Directors designates the chairman of the Board
or the vice-chairman as chief executive officer, the president shall
be the chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws
and the Board of Directors for the chief executive officer.

SECTION 4.6. THE CHIEF EXECUTIVE OFFICER. Unless the Board of
Directors designates the chairman of the Board or the vice-chairman
as chief executive officer, the president shall be the chief
executive officer. The chief executive officer of the Corporation
shall have, subject to the supervision and direction of the Board of
Directors, general supervision of the business, property and affairs
of the Corporation, including the power to appoint and discharge
agents and employees, and the powers vested in him by the Board of
Directors, by law or by these By-Laws or which usually attach or
pertain to such office.

SECTION 4.7. THE EXECUTIVE VICE-PRESIDENTS. In the absence of
the chairman of the Board, if any, the president and the
vice-chairman, if any, or in the event of their inability or refusal
to act, the executive vice-president (or in the event there is more
than one executive vice-president, the executive vice-presidents in
the order designated, or in the absence of any designation, then in
the order of their election) shall perform the duties of the
chairman of the Board, of the president and of the vice-chairman,
and when so acting, shall have all the powers of and be subject to
all the restrictions upon the chairman of the Board, the president
and the vice-chairman. Any executive vice-president may sign, with
the secretary or an authorized assistant secretary, certificates for
stock of the Corporation and shall perform such other duties as from
time to time may be assigned to him by the chairman of the Board,
the president, the vice-chairman, the Board of Directors or these
By-Laws.

<PAGE>

SECTION 4.8. THE VICE-PRESIDENTS. The vice-presidents, if any,
shall perform such duties as may be assigned to them from time to
time by the chairman of the Board, the president, the vice-chairman,
the Board of Directors, or these By-Laws.

SECTION 4.9. THE TREASURER. Subject to the direction of chief
executive officer and the Board of Directors, the treasurer shall
have charge and custody of all the funds and securities of the
Corporation; when necessary or proper he shall endorse for
collection, or cause to be endorsed, on behalf of the Corporation,
checks, notes and other obligations, and shall cause the deposit of
the same to the credit of the Corporation in such bank or banks or
depositary as the Board of Directors may designate or as the Board
of Directors by resolution may authorize; he shall sign all receipts
and vouchers for payments made to the Corporation other than routine
receipts and vouchers, the signing of which he may delegate; he
shall sign all checks made by the Corporation (provided, however,
that the Board of Directors may authorize and prescribe by
resolution the manner in which checks drawn on banks or depositories
shall be signed, including the use of facsimile signatures, and the
manner in which officers, agents or employees shall be authorized to
sign); unless otherwise provided by resolution of the Board of
Directors, he shall sign with an officer-director all bills of
exchange and promissory notes of the Corporation; whenever required
by the Board of Directors, he shall render a statement of his cash
account; he shall enter regularly full and accurate account of the
Corporation in books of the Corporation to be kept by him for that
purpose; he shall, at all reasonable times, exhibit his books and
accounts to any director of the Corporation upon application at his
office during business hours; and he shall perform all acts incident
to the position of treasurer. If required by the Board of Directors,
the treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such sure ties as the Board of Directors
may require.

SECTION 4.10. THE SECRETARY. The secretary shall keep the
minutes of all meetings of the Board of Directors, the minutes of
all meetings of the stockholders and (unless otherwise directed by
the Board of Directors) the minutes of all committees, in books
provided for that purpose; he shall attend to the giving and serving
of all notices of the Corporation; he may sign with an
officer-director or any other duly authorized person, in the name of
the Corporation, all contracts authorized by the Board of Directors
or by the executive committee, and, when so ordered by the Board of
Directors or the executive committee, he shall affix the seal of the
Corporation thereto; he may sign with the president or an executive
vice-president all certificates of shares of the capital stock; he
shall have charge of the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors
or the executive committee may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon
application at the secretary's office during business hours; and he
shall in general perform all the duties incident to the office of
the secretary, subject to the control of the chief executive officer
and the Board of Directors.

SECTION 4.11. THE CONTROLLER. The controller shall be the
chief accounting officer of the Corporation. Subject to the
supervision of the Board of Directors, the chief executive officer
and the treasurer, the controller shall provide for and maintain
adequate records of all assets, liabilities and transactions of the
Corporation, shall see that accurate audits of the Corporation's
affairs are currently and adequately made and shall perform such

<PAGE>

other duties as from time to time may be assigned to him.

SECTION 4.12. THE ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES. The assistant treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the
Board of Directors may determine. The assistant secretaries as
thereunto authorized by the Board of Directors may sign with the
chairman of the Board, the president, the vice-chairman or an
executive vice-president, certificates for stock of the
Corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The assistant treasurers and
assistant secretaries, in general, shall perform such duties as
shall be assigned to them by the treasurer or the secretary,
respectively, or chief executive officer, the Board of Directors, or
these By-Laws.

SECTION 4.13. SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such salary by reason of the fact
that he is also a director of the Corporation.

SECTION 4.14. VOTING UPON STOCKS. Unless otherwise ordered by
the Board of Directors or by the executive committee, any officer,
director or any person or persons appointed in writing by any of
them, shall have full power and authority in behalf of the
Corporation to attend and to act and to vote at any meetings of
stockholders of any corporation in which the Corporation may hold
stock, and at any such meeting shall possess and may exercise any
and all the rights and powers incident to the ownership of such
stock, and which, as the owner thereof, the Corporation might have
possessed and exercised if present. The Board of Directors may
confer like powers upon any other person or persons.

ARTICLE V

Contracts and Loans

SECTION 5.1. 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 5.2. LOANS. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.

ARTICLE VI

Certificates for Stock and Their Transfer

SECTION 6.1. CERTIFICATES FOR STOCK. Certificates representing
stock of the Corporation shall be in such form as may be determined
by the Board of Directors. Such certificates shall be signed by the
chairman of the Board, the president, the vice-chairman or an
executive vice-president and/or by the secretary or an authorized
assistant secretary and shall be sealed with the seal of the
Corporation. The seal may be a facsimile. If a stock certificate is

<PAGE>

countersigned (i) by a transfer agent other than the Corporation or
its employee, or (ii) by a registrar other than the Corporation or
its employee, any other signature on the certificate may be a
facsimile. In the event that any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue. All
certificates for stock shall be consecutively numbered or otherwise
identified. The name of the person to whom the shares of stock
represented thereby are issued, with the number of shares of stock
and date of issue, shall be entered on the books of the Corporation.
All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificates shall be issued until the former
certificate for a like number of shares of stock shall have been
surrendered and canceled, except that, in the event of a lost,
destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

SECTION 6.2. TRANSFERS OF STOCK. Transfers of stock of the
Corporation shall be made only on the books of the Corporation by
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his
attorney thereunto 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 stock. The person in whose
name stock stands on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.

ARTICLE VII

Fiscal Year

SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation
shall begin on the first day of January in each year and end on the
last day of December in each year.

ARTICLE VIII

Seal

SECTION 8.1. SEAL. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.

ARTICLE IX

Waiver of Notice

SECTION 9.1. WAIVER OF NOTICE. Whenever any notice is required
to be given under the provisions of these By-Laws or under the
provisions of the Certificate of Incorporation or under the
provisions of the corporation law of the state of incorporation,
waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. Attendance
of any person at a meeting for which any notice is required to be
given under the provisions of these By-Laws, the Certificate of

<PAGE>

Incorporation or the corporation law of the state of incorporation
shall constitute a waiver of notice of such meeting except when the
person attends for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.

ARTICLE X

Amendments

SECTION 10.1. AMENDMENTS. These By-Laws may be altered,
amended or repealed and new By-Laws may be adopted at any meeting of
the Board of Directors of the Corporation by the affirmative vote of
a majority of the members of the Board, or by the affirmative vote
of a majority of the outstanding capital stock of the Corporation
(assessed upon the basis of votes and not on the basis of number of
shares) entitled to vote generally in the election of directors,
voting together as a single class.

ARTICLE XI

Indemnification

SECTION 11.1. INDEMNIFICATION. The Corporation shall indemnify
its officers, directors, employees and agents to the fullest extent
permitted by the General Corporation Law of Delaware, as amended
from time to time.

[END]

<PAGE>

EXHIBIT 3.3

SPECIMEN STOCK CERTIFICATE

<PAGE>

Number Shares

Incorporated under the Laws of the State of Delaware

Tower Global Ventures Corp.

Authorized to issue 25,000,000 shares

20,000,000 common shares 5,000,000 preferred shares
par value $.0001 each par value $.0001 each

This certifies that _______________________________________ is the
owner of ___________________________________ fully paid and
non-assessable Shares of the Common Shares of Tower Global
Ventures Corp. transferrable 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.

IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be
sealed with the Seal of the Corporation

this ________ day of ____________ A.D. _____

_______________________________________
President
[SEAL]

(Reverse side of stock certificate)

The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations.
Additional abbreviations may also be used though not in the list.

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common

UNIF GIFT MIN ACT -- ____________ Custodian _________ (Minor) under
Uniform Gifts to Minors Act ______________ (State)

For value received, the undersigned hereby sells, assigns and
transfers unto ______________________________________ (please insert
social security or other identifying number of assignee)
______________________________________________

______________________________________________________________________________
(please print or typewrite name and address of assignee)

________________________________ Shares represented by the within
Certificate, and hereby irrevocably constitutes and appoints
____________________ Attorney to transfer the said shares on the
books of the within-named Corporation with full power of
substitution in the premises.

<PAGE>

Dated, _______________________________

In presence of
_______________________________

_______________________________

NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular
without alteration or enlargement, or any change whatever.

<PAGE>

EXHIBIT 10.1

AGREEMENT BETWEEN TOWER GLOBAL VENTURES CORP.
AND
FS CAPITAL MARKETS GROUP INC.

<PAGE>

AGREEMENT between Tower Global Ventures Corp.
("Tower Global Ventures") and FS Capital Markets Group Inc.
("FSCMG").

WHEREAS Tower Global Ventures is a development stage
company that has no specific business plan and intends to merge,
acquire or otherwise combine with an unidentified company (the
"Business Combination");

WHEREAS FSCMG assisted in the incorporation of
Tower Global Ventures;

WHEREAS FSCMG is a shareholder of Tower Global Ventures
and desires that Tower Global Ventures locate a suitable target
company for a Business Combination;

WHEREAS Tower Global Ventures desires that FSCMG assist
it in locating a suitable target company for a Business Combination;

NOW THEREFORE, it is agreed:

1.00 ACTIONS BY FSCMG. FSCMG agrees to assist in:

1.01 The preparation and filing with the Securities and
Exchange Commission of a registration statement on Form 10-SB for
the common stock of Tower Global Ventures;

1.02 The location and review of potential target companies for
a Business Combination and the introduction of potential candidates
to Tower Global Ventures;

1.03 The preparation and filing with the Securities and
Exchange Commission of all required filings under the Securities
Exchange Act of 1934 until Tower Global Ventures enters into a
Business Combination;

2.00 PAYMENT OF TOWER GLOBAL VENTURES EXPENSES. FSCMG
agrees to pay on behalf of Tower Global Ventures all corporate,
organizational and other costs incurred or accrued by
Tower Global Ventures until effectiveness of a Business
Combination. FSCMG understands and agrees that it will not be
reimbursed for any payments made by it on behalf of Tower
Global Ventures.

3.00 INDEPENDENT CONSULTANT. FSCMG is not now, and shall not
be, authorized to enter into any agreements, contracts or
understandings on behalf of Tower Global Ventures and FSCMG is
not, and shall not be deemed to be, an agent of Tower Global
Ventures.

4.00 USE OF OTHER CONSULTANTS. Tower Global Ventures
understands and agrees that FSCMG intends to work with consultants,
brokers, bankers, or others to assist it in locating business
entities suitable for a Business Combination and that FSCMG may
share with such consultants or others, in its sole discretion, all
or any portion of its stock in Tower Global Ventures and may

<PAGE>

make payments to such consultants from its own resources for their
services. Tower Global Ventures shall have no responsibility for
all or any portion of such payments.

5.00 FSCMG EXPENSES. FSCMG will bear its own expenses incurred
in regard to its actions under this agreement.

6.00 ARBITRATION. The parties hereby agree that any and all
claims (except only for requests for injunctive or other equitable
relief) whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties, and
whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration
Association within the State of Pennysylvania.

7.00 COVENANT OF FURTHER ASSURANCES. The parties agree to
take any further actions and to execute any further documents which
may from time to time be necessary or appropriate to carry out the
purposes of this agreement.

8.00 PRIOR AGREEMENTS. This agreement constitutes the entire
agreement between the parties and memorializes the prior oral
agreement between the parties and all understandings between the
parties pursuant to such oral agreements are recorded herein. The
effective date herein is as of the earliest date of the oral
agreement between the parties.

9.00 EFFECTIVE DATE. The effective date of this agreement is
as of December 29, 1999.

IN WITNESS WHEREOF, the parties have approved and executed
this agreement.

Tower Global Ventures Corp.

/s/ Michael C.W. Tay
--------------------
Michael C.W. Tay
President

FS Capital Markets Group Inc.

/s/ Michael C.W. Tay
--------------------
Michael C.W. Tay
President

<PAGE>

EXHIBIT 10.2

SHAREHOLDER AGREEMENT

62
<PAGE>

FS Capital Markets Group Inc.
1422 Chestnut Street
4th Floor, Suite 410
Philadelphia, PA 19102-2510
Tel: (215) 569-9175 * Fax: (215) 569-4710
eMail: [email protected]

December 29, 1999

Tower Global Ventures Corp.
1422 Chestnut Street
4th Floor, Suite 410
Philadelphia, PA 19102

Re: Shareholder Agreement with Tower Global Ventures Corp.

Gentlemen:

As part of the sale of the shares of Common Stock of
Tower Global Ventures Corp. (the "Company") to the
undersigned (the "Holder"), the Holder hereby represents, warrants,
covenants and agrees, for the benefit of the Company and any holders
of record (the "third party beneficiaries") of the Company's
outstanding securities, including the Company's Common Stock, $.0001
par value (the "Stock") at the date hereof and during the pendency
of this letter agreement that the Holder will not transfer, sell,
contract to sell, devise, gift, assign, pledge, hypothecate,
distribute or grant any option to purchase or otherwise dispose of,
directly or indirectly, its shares of Stock of the Company owned
beneficially or otherwise by the Holder except in connection with or
following completion of a merger, acquisition or other transaction
by the Company resulting in the Company no longer being classified
as a blank check company as defined in the registration statement of
the Company filed on Form 10-SB.

Any attempted sale, transfer or other disposition in violation
of this letter agreement shall be null and void.

The Holder further agrees that the Company (i) may instruct
its transfer agent not to transfer such securities (ii) may provide
a copy of this letter agreement to the Company's transfer agent for
the purpose of instructing the Company's transfer agent to place a
legend on the certificate(s) evidencing the securities subject
hereto and disclosing that any transfer, sale, contract for sale,
devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period
contemplated by this letter agreement for such securities.

This letter agreement shall be binding upon the Holder, its
agents, heirs, successors, assigns and beneficiaries.

Any waiver by the Company of any of the terms and conditions
of this letter agreement in any instance must be in writing and must
be duly executed by the Company and the Holder and shall not be
deemed or construed to be a waiver of such term or condition for the
future, or of any subsequent breach thereof.

The Holder agrees that any breach of this letter agreement
will cause the Company and the third party beneficiaries irreparable

<PAGE>

damage for which there is no adequate remedy at law. If there is a
breach or threatened breach of this letter agreement by the Holder,
the Holder hereby agrees that the Company and the third party
beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened
breach. The Holder also agrees that the Company and all third party
beneficiaries shall be entitled to pursue any other remedies for
such a breach or threatened breach, including a claim for money
damages.

Agreed and accepted this 29th day of December, 1999.

THE HOLDER

By: /s/ Michael C.W. Tay
------------------------
Michael C.W. Tay
President

<PAGE>

EXHIBIT 23.1

CONSENT OF ACCOUNTANTS

<PAGE>

Consent of Registrant's Auditors

May 9th, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549

Re: Tower Global Ventures Corp.

Gentlemen:

We have audited the balance sheet and the accompanying statements
of the registrant, as found in the Prospectus which form part of
this Registration Statement at page 23, et seq., as of April 30,
2000 and the period from December 27, 1999 (inception) to April
30, 2000, respectively and consent to the Auditor's report,
statements and notes being filed with the Form 10-SB Registration
Statement of which this exhibit forms a part, and with any
amendment thereto.

This accounting firm hereby consents to the filing of this consent
as an exhibit to the Registration Statement.

/s/ H. Timothy Woo & Co. CPAs
- -----------------------------
H. Timothy Woo & Co. CPAs
16 West 32nd St. # 805
New York, NY 10001

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<FISCAL-YEAR-END> DEC-31-2000
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