BOSS MEDIA INC, 10SB12G, 2000-02-11

BOSS MEDIA INC
10SB12G, 2000-02-11

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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

BOSS MEDIA, INC.
(Name of Small Business Issuer in its charter)

NEVADA 88-0442808
--------------------------------------- -----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

1426 LAURIER AVE., VANCOUVER, BC V6H 1Z1
--------------------------------------- -----------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE

(604) 737-7524

SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
--------------------------------------- ------------------------------
None N/A

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, $.001 par value
- -------------------------------------------------------------------------------
(TITLE OF CLASS)

<PAGE>

PART 1

ITEM 1. DESCRIPTION OF BUSINESS

Boss Media, Inc., a Nevada corporation ("Boss Media" or the
"Company"), was incorporated June 7, 1994. The Company is a "blank check"
or "shell" company whose primary purpose is to engage in a merger with,
or acquisition of one or a small number of private firms. Such firms are
expected to be private corporations, partnerships or sole proprietorships.
Since inception, the primary activity of the Company has been directed towards
organizational efforts. The Company has not engaged in preliminary efforts
to identify possible merger or acquisition candidates and has no market studies
available to it. The Company has no business opportunities under contemplation
for acquisitions.

GENERAL

The Company plans to seek one or more potential businesses that
Management believes warrant the Company's involvement. As a result of its
Limited resources, the number of potential businesses available will be
Extremely limited. The Company plans to seek one or more potential businesses
that Management believes warrant the Company's involvement. As a result of its
Limited resources, the number of potential businesses available will be
extremely
limited.

In selecting a suitable business opportunity, management of the
Company intends to focus on the potential for future profits and strength of
current operating management of the business opportunity. Management believes
that the greatest potential lies in technology and goods or products-related
industries, rather than principally service industries. Nevertheless, this
shall not preclude any other category of business or industry to be
investigated and evaluated by the Company as opportunities arise.

The Company will conduct its own investigation to identify a
business it can acquire. After selecting a potential acquisition candidate,
management may prepare a business plan using its general experience and
business acumen, or hire consultants to prepare analysis of the business'
capital, production, marketing, labor and other related requirements. To
date, management has conducted no investigations of any business or company
nor has it met with representatives of any company or business. There can be
no assurance that management of the Company will ever be able to locate a
suitable business opportunity interested in reorganizing with the Company or
that management has the requisite experience to recognize and understand a
business operation that would benefit the Company. In the event that
management is able to locate what it considers to be a suitable business
opportunity, there can be no assurance that such business will be successful.

Management believes that the reorganization of the Company with a
suitable operating business will be in the form of a stock-for-stock exchange
conducted pursuant to a written stock purchase agreement. Management intends
to pursue a structure that will provide for a tax free reorganization under
Sections 355 and 368 of the Internal Revenue Code of 1986, as amended.
Management expects that the terms of the stock purchase agreement will
require the owners of the operating business to transfer the entire equity
ownership of the business opportunity to the Company in exchange for the
Company's issuance of a large block of its Common Stock to the owners of the
operating business. The Company expects that the owners of the business
opportunity will receive a block of stock that equals 90% to 95% of the
issued and outstanding shares of the Common Stock of the Company after giving
effect to the close of the stock-for stock exchange, depending on the
qualities and strengths of the business opportunity. The Company expects that
immediately after the close of the stock-for-stock exchange, the existing
directors and officers of the Company will resign and that a new slate of
officers and directors nominated by the former owners of the operating
business will be appointed. In summary, after giving effect to the expected
terms of a proposed shell reorganization with a suitable business
opportunity, the Company will stand as the publicly-listed holding
corporation for the business opportunity,

<PAGE>
which will be wholly-owned by the Company. The present shareholders of the
Company, as a group, will own approximately 5% to 10% of the issued and
outstanding shares of Common Stock of the Company (with the other 90% to 95%
held by the former owners of the operating business), and the officers and
directors of the Company will consist exclusively of those persons nominated
by the former owners of the operating business, presumably the same persons
that served in similar positions with the pre-reorganization operating
business.

INVESTORS IN THE COMPANY ARE CAUTIONED AND SHOULD BE AWARE THAT MANAGEMENT OF
THE COMPANY, ACTING IN COMPLIANCE WITH THE BYLAWS OF THE COMPANY AND NEVADA
GENERAL CORPORATION LAW, INTENDS TO STRUCTURE ANY REORGANIZATION WITH AN
OPERATING BUSINESS IN A MANNER THAT WILL ALLOW THE BOARD OF DIRECTORS OF THE
COMPANY TO APPROVE THE SELECTION OF THE OPERATING BUSINESS AND ALL OF THE
TERMS OF THE REORGANZIATION, INCLUDING THE APPOINTMENT OF THE SUCCESSOR
OFFICERS AND DIRECTORS, WITHOUT THE NEED OR REQUEST FOR SHAREHOLDER APPROVAL.
SEE "RISK FACTORS," BELOW.

As of the date of this Registration Statement, the Company has no
agreements, understandings or arrangements concerning its acquisition or
potential acquisition of a specific business opportunity. If the Company
enters into any agreements, understandings or arrangements prior to the
effectiveness of this Registration Statement, it will file an appropriate
amendment to this Registration Statement for purposes of disclosing terms of
the transaction. Upon the effectiveness of this Registration Statement, the
Company will become subject to the periodic reporting requirements of Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). These
requirements will oblige the Company to file with the Commission specified
information regarding companies with which the Company may merge or
reorganize, including audited financial statements for any acquired companies
covering one or two years depending on the relative size of the acquisition.
The financial statement requirements imposed by the Exchange Act will
necessarily limit the Company's pool of candidates with which it may merge or
reorganize to those entities with the proper audited financial statements.

There is no assurance that management can find a suitable prospect,
or that it has the requisite experience to recognize and understand a
business operation that would benefit the Company.

COMPETITION

Numerous large, well-financed firms with large cash reserves are
engaged in the acquisition of companies and businesses. The Company expects
competition to be intense for available target businesses.

EMPLOYEES

The Company has only one employee at the present time, Gregory
Went, the Company's Chief Executive Officer, and does not contemplate
hiring anyone until a business is acquired. Mr. Went intends to devote
no more than 10% of his time to the Company's affairs.

THE INVESTMENT COMPANY ACT OF 1940

The Company's business plan may involve changes in its capital
structure, management, control and business. These activities may be
regulated by the Investment Company Act of 1940 ("Investment Act"). The
Company will attempt to avoid this regulatory jurisdiction to preclude costly
and restrictive registration and other provisions of the Investment Act.

The Investment Act excludes from the effects of the Act entities
which have not conducted a public offering and which do not have in excess of
99 shareholders. The Company believes that it presently complies with this
exclusion and that it will continue to do so until such time as it acquires a
business opportunity, at which time the Company should no longer be
potentially subject to the Investment Act. The Company intends to operate in
a manner which will maintain its exclusion from the "investment company"
category.

<PAGE>
RISK FACTORS

AN INVESTMENT IN THE SECURITIES OF THE COMPANY PRESENTS CERTAIN
MATERIAL RISKS TO INVESTORS. ANY INVESTOR IN THE COMPANY IS ENCOURAGED TO
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE PURCHASING THE SECURITIES OF
THE COMPANY.

1. SHELL CORPORATION. This type of company is commonly called a
"shell" corporation because the company does not have any assets or
operations and has been formed for the specific purpose of acquiring all or
substantially all of the ownership of an existing business. These
transactions are consummated by issuing or transferring large blocks of the
Company's equity shares to the principals of the business that is acquired.
Any such issuance will involve significant dilution in the equity interest in
the Company held by the pre-reorganization shareholders of the Company with
the result that the pre-reorganization shareholders of the Company will have
a substantially lower aggregate interest in the outstanding shares of the
Company after giving effect to the reorganization. See, "Description of
Business."

Prospective investors should be aware that privately-held companies
often times merge or reorganize with a public shell as a means of
"going-public" without having to incur the time, expense and disclosure
obligations normally associated with the going-public process. In the event
the Company merges with a privately-held company subsequent to the close of
this offering, investors will not have had the benefit of receiving
disclosure of such company's operations and financial condition prior to
making their investment. See, "Description of Business."

Prospective investors should also be aware that management of the
Company, acting in compliance with the Bylaws of the Company and Nevada
General Corporation Law, intends to structure any reorganization with an
operating business in a manner that will allow the Board of Directors of the
Company to approve the selection of the operating business and all of the
terms of the reorganization, including the appointment of the successor
officers and directors, without the need or request for shareholder approval.
See, "Description of Business."

2. RISK OF PROPOSED NEW BUSINESS; LACK OF ASSETS, REVENUES OR
OPERATIONS. The Company was only recently formed and has no assets, revenues
or operations. The Company was originally capitalized with $100 in April 1997
and since then management of the Company (who also are the controlling
shareholders of the Company) have contributed an additional $1,900 to the
capital of the Company. Management expects that the Company's working capital
requirements will be nominal and will be satisfied through additional capital
contributions by management as required. The report of the Company's
independent auditors on the Company's 1998 financial statements includes a
qualification regarding the Company's ability to continue as a going concern.
In its report, the Company's independent auditors state that the Company
needs an additional capital infusion in order to fund current expenditures,
acquire business opportunities and achieve profitable operations, and that
such factors raise substantial doubt about the Company's ability to continue
as a going concern.

3. RELIANCE ON MANAGEMENT; LACK OF EXPERIENCE. The Company is
dependent on its officers and directors' personal abilities to evaluate
business opportunities that may be presented in the future. No member of
management has previously operated a shell corporation, although management
has experience in the analysis and acquisition of businesses. Since
management has not identified a proposed business or industry in which it
will search for an acquisition target, it is unlikely that management will
have any prior experience in the technical aspects of the industry or the
business within that industry which may be acquired. See, "Description of
Business" and "Management."

4. MINIMAL TIME COMMITMENT OF MANAGEMENT. The current officers and
directors engage in other activities and will devote less than 10% of their
time to the Company. See, "Management."

<PAGE>

5. PREFERRED STOCK. The Company is authorized to issue 5,000,000
shares of $.001 par value preferred stock ("Preferred Stock"). The Preferred
Stock may be issued from time to time in one or more series, and the Board of
Directors, without action by the holders of the Common Stock, may fix or
alter the voting rights, redemption provisions, (including sinking fund
provisions), dividend rights, dividend rates, liquidation preferences,
conversion rights and any other rights preferences, privileges and
restrictions of any wholly unissued series of Preferred Stock. The Board of
Directors, without stockholder approval, can issue shares of Preferred Stock
with rights that could adversely affect the rights of the holders of Common
Stock. No shares of Preferred Stock presently are outstanding, and the
Company has no present plans to issue any such shares. The issuance of shares
of Preferred Stock could adversely affect the voting power of holders of
Common Stock and could have the effect of delaying, deferring or preventing a
change in control of the Company or other corporate action.

6. COMPETITION. Numerous large, well-financed firms with large cash
reserves are engaged in the acquisition of companies and businesses. The
Company expects competition to be intense for available target businesses.

7. LACK OF FACILITIES. The Company's office is located within a
suite of offices owned by the property management firm employing the Company's
Chief Executive Officer. The use of the facilities is provided to the Company
at no charge and the Company does not intend to rent other office space until
an acquisition target business is identified and acquired. The lack of any
separate facilities for the Company's operations may work to the Company's
future detriment. See, "Property."

8. POTENTIAL SALES PURSUANT TO RULE 144. All 2,000,000 shares of
Common Stock currently outstanding are "restricted securities" as that term
is defined in Rule 144 promulgated under the Securities Act of 1933, as
amended. In addition, all 2,000,000 shares of Common Stock are eligible for
resale under Rule 144. In general, under Rule 144 a person (or persons whose
shares are aggregated) who has satisfied a one-year holding period may, under
certain circumstances, sell within any three month period, a number of shares
which does not exceed the greater of 1% of the then outstanding shares of
Common Stock, or the average weekly trading volume during the four calendar
weeks prior to such sale. Rule 144 also permits, under certain circumstances,
the sale of shares without any quantity limitation by a person who is not an
affiliate of the Company and who has satisfied a two-year holding period.

The Company is unable to predict the effect that sales of the
Company's securities under Rule 144 or otherwise, may have on the then
prevailing market price of the Common Stock (should a market then exist);
it can be expected, however, that the sale of any substantial number of
shares of Common Stock would have a depressive effect on the market price
of the Common Stock.

9. MARKET FOR THE COMMON STOCK OF THE COMPANY. The Company's
securities do not currently, and have not in the past, traded on any active
or liquid public market. Thus, there is currently no market for the Company's
securities and there can be no assurance that a trading market will develop
or, if one develops, that it will continue. Even if a trading market should
develop, the market may be substantially limited or unsustained. There are
currently no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of the
Company's securities.

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

This Registration Statement contains forward-looking statements that
are based on the Company's beliefs as well as assumptions made by and
information currently available to the Company. When used in this
Registration Statement, the words "believe," "endeavor," "expect,"
"anticipate," "estimate," "intends," and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks, uncertainties and assumptions which described in Part I, Item 1,
Description of Business - Risk Factors," above. Should one or more of those
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated,
estimated, or projected. The Company cautions potential investors not to
place undue reliance on any such forward-looking statements all of which
speak only as of the date made.

Management believes that the Company has minimal cash requirements during
the next 12 months. The Company does not anticipate any significant changes
in the number of its employees, does not plan to engage in research and
development and does not plan to purchase or sell plant or equipment.

The Company is a "blank check" or "shell" company and as such expects to
concentrate primarily on the identification and evaluation of prospective
merger or acquisition "target" entities including private corporations,
partnerships or sole proprietorships. Management believes that target
companies will be limited to privately financed companies and expects to be
precluded from other public companies.

Management intends to identify prospects through present associations such
as its officers and directors, attorneys, and similar persons. The Company
does not anticipate engaging the services of professional firms that
specialize in business acquisitions and reorganizations. Nor does
Management intend to hire independent consultants or advisors for merger
related services. In the event that professional firms specializing in
business acquisitions and reorganizations, consultants, or advisors are
engaged, they may be paid, in addition to customary fees, a finder's fee for
introductions resulting in a business combination or merger. The finder's
fee may be up to ten percent (10%) of the value of the transaction, and may
be payable in equity securities of the Company. It is not anticipated that
finder's fees or other acquisition related compensation will be paid to
Management or their affiliates. If incurred, there is currently a minimal
amount of funds available to pay consulting or other service fees, and the
proceeds of future financings or funds from the target company would be
utilized.

Management expects to conduct a preliminary evaluation of target companies.
Such preliminary evaluations are not expected to be an in-depth evaluation
of the target company's operations. Nevertheless, this evaluation should
provide a sufficient overview to eliminate many prospects from further
consideration. Shareholders will not likely be consulted or provided any
disclosure documentation in connection with any acquisition engaged in by
the Company, unless required by state corporate law or the Federal
securities laws.

The specific method or form by which a Business Combination may be
structured cannot be determined at this time. It could involve a merger or
consolidation; merger or consolidation of the acquired business into a
subsidiary of the Company; an exchange of shares of stock, with or without
payment in cash; or an acquisition of assets. Although Management does not
anticipate a sale of their Company shares in connection with an acquisition,
in the event Management does enter into an agreement to do so, the remaining
shareholders of the Company may not be afforded an equal opportunity to do
so. As Management intends to offer a controlling interest in the Company,
it is probable that a change of control will occur as a result of an
acquisition engaged in by the Company.

It is not presently anticipated that the Company will acquire or merge with
a business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest,
however there is no agreement, policy, or understanding to prevent such a
transaction. In the event of such a non-arm's length transaction,
Management would seek an independent appraisal of the transaction.
Notwithstanding the foregoing, there is the potential that a conflict of
interest will arise between the Company and its management in which case
Management's fiduciary duties may be compromised. Any remedy available
under state corporate law would, in such an event, most likely be
prohibitively expensive and time consuming. There are no arrangements,
agreements, or understandings between non-management shareholders and
management under which non-management shareholders may directly or

<PAGE>

indirectly participate in or influence the management of the Company's
affairs, and there are no agreements concerning the election of members of
the Board of Directors.

A merger will likely be made through the exchange of the Company's stock
which has been authorized but unissued (and perhaps the balance of the
Company's assets) for stock of the target company. The Company has not
established a specific minimum level of earnings or assets which a target
company must satisfy. Moreover, Management may identify a target company
which is generating losses or which has negative equity, which may have a
material adverse effect on the price of the Company's common shares.

Negotiations with target company management can be expected to focus on the
percentage of the Company which target company shareholders would acquire in
exchange for their shareholdings in the target company. The Company's
shareholders will, in all likelihood, hold no more than a relatively small
percentage of the common shares of the Company following any merger or
acquisition. This percentage may be subject to even further 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 then shareholders.

The exact terms and format of any acquisition will be determined by the
Company's Management and, unless required by law, the Company's shareholders
will not have the opportunity to vote on the acquisition. The Company may
be required to file or maintain a registration statement to register any
securities to be issued in connection with any acquisition.

There are no plans, proposals, arrangements or understandings with respect
to the sale of additional securities to affiliates or others following the
registered distribution but prior to the location of a business opportunity.

If the Company does not consummate a transaction after expenditure of time
and funds in investigation and analysis of a business opportunity, the
losses incurred may adversely affect the Company's ability to carry out its
business objectives. It is also possible that the Company may expend all of
its resources without ever successfully acquiring any business opportunity.

The Company is not currently a party to any loan agreements or
understandings. It is not presently anticipated that the Company will
become a party to any loan agreement or understanding as a result of a
Business Combination. Following the consummation of a Business Combination,
the Company may, in Management's discretion, enter into loan agreements or
understandings in the course of funding its growth and/or operations.
Some target companies may not need additional capital but may desire to
merge with the Company for purpose of establishing a public trading market
for its shares. In such event, Management of the target company may desire
to avoid the delays, expenses, and other perceived adverse consequences of
undertaking a public offering. Such a merger, in all likelihood, would
involve the exchange of the Company's stock, including the authorized but
unissued stock with the outstanding shares of the target company.

As the Company does not have any material assets nor any computer systems,
it has not done an evaluation of its Year 2000 compliance. Management does
not anticipate that there will be any consequences, material or immaterial,
negative or positive, to the Company as a result of the Year 2000 computer
problem. As a result of a Business Combination or merger, however, the
Company may inherit computer systems that are not Year 2000 compliant, or
enter into contracts or business dealings with suppliers, contractors, or
others that are not Year 2000 compliant. Management cannot anticipate the
impact of such future occurrences. Failure to satisfactorily address the
Year 2000 issue could have a material adverse effect on the Company.

Management has voluntarily elected to file this Form 10-SB with the
Securities and Exchange Commission pursuant to the recent requirement of the
National Association of Securities Dealers (NASD) that companies seeking to
have their securities quoted on the Over-The-Counter Bulletin Board must
first be subject to the reporting requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such,
subsequent to the effectiveness hereof, the Company will be filing periodic
reports as required under the Exchange Act. Management anticipates that the
Company will continue to voluntarily file periodic reports in the event that
its obligation to file such reports is suspended under the Exchange Act.
Any potential target company must have financial statements which can be
audited and prepared as required by Rule 310 of Regulation S-B and/or
Regulation S-X.

<PAGE>
ITEM 3. DESCRIPTION OF PROPERTY

Through an oral agreement with Gregory Went, Chief Executive
Officer of the Company, the Company's operations are located at 1426 Laurier
Ave.,
Vancouver, British Columbia V6H 1Z1. There is no rental charge to the Company
for office space, equipment rental or phone usage. The Company does not
anticipate
acquiring separate office facilities until such time as a business has been
acquired by the Company.

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

The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock as of January 31, 2000
(i) each person who is known by the Company to be the beneficial owner of
more than five percent (5%) of the issued and outstanding shares of Common
Stock, (ii) each of the Company's directors and executive officers and (iii)
all directors and executive officers as a group.

<TABLE>
<CAPTION>
Title Percent of
of Class Name and Address of Beneficial Owner Common Stock Outstanding
- ------------ ------------------------------------ ------------ -----------
<S> <C> <C> <C>
Common Stock Gregory A. Went 500,000 25%
1426 Laurier Street
Vancouver, British Columbia
V6H 1Z1

Common Stock Joe Wong 500,000 25%
4643 West 9th Ave.
Vancouver, British Columbia
V6R 2E3

Common Stock Bo Yuen Kwan 500,000 25%
3176 Trimble St.
Vancouver, British Columbia
V6R 2E3

All Directors and Officers as a Group (1 Person) 500,000 25%

</TABLE>

<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Set forth below are the directors and officers of the Company.

NAME AGE POSITION

Gregory Went 34 President, Secretary
and Director

MR. GREGORY A. WENT is currently the Company's President, Director and
Secretary. Mr. Went is a businessman specializing in the acquisition and
restoration of large scale single and multi family housing units. Mr. Went
has been employed by Went Property Management in Vancouver, British Columbia
since 1990 and currently serves as Senior Property Manager. Between 1987 to
1990 Mr. Went was a leading mortgage broker for Canada Trust Realty.

Each director holds office until his successor is elected and
qualified or until his earlier resignation in the manner provided in the
Bylaws of the Company.

ITEM 6. EXECUTIVE COMPENSATION

The Company has not paid its executive officers any remuneration since
inception to date nor does it intend to until such time as the Company
acquires an operating business. The Company provides no compensation to its
directors and does not intend to until such time, if ever, as the Company
acquires an operating business.

Since the officers and directors are also the current shareholders they may
be expected to receive financial gain if a target company makes arrangements
to acquire a sufficient amount of stock to obtain control of the Company.
Since Management cannot now predict the form or structure of any possible
Business Combination, investors should be aware that additional compensation
with Management could be negotiated in connection with a Business
Combination. These arrangements could include consulting agreements,
membership on Boards or committees, or other arrangements. Consequently,
there can be no present prediction of all compensation that might ultimately
be paid to Management.

CASH COMPENSATION OF EXECUTIVE OFFICERS. The following table sets
forth the cash compensation paid by the Company to its Chief Executive
Officer and to all other executive officers for services rendered during the
fiscal years ended December 31, 1999 and 1998.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
Awards Payouts
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Awards Options Payouts Compensation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ------------------ ---- ------ ----- ------------ ------ --------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Gregory A. Went 1999 -0- -0- -0- -0- -0- -0- -0-
President,
and Secretary

1998 -0- -0- -0- -0- -0- -0- -0-

</TABLE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)

Number of Securities Percent of Total
Underlying Options/SAR's
Options/SAR's Granted to Employees Exercise of Base Price
Name Granted (#) In Fiscal Year ($/Sh) Expiration Date
- ---- -------------- ------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>

Gregory A. Went -0- -0- N/A N/A

</TABLE>

COMPENSATION OF DIRECTORS. The Company provides no compensation to
its directors and does not intend to until such time, if ever, as the Company
acquires an operating business.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company will not enter into any transactions with any officer,
director or controlling shareholder of the Company until such time, if ever,
as the Company acquires an operating business. At such time, it is expected
that the Company will experience a change in control, including a complete
change in the Board of Directors and management of the Company.

BLANK CHECK ACTIVITIES

Management has not been involved in any other blank check company.

ITEM 8 - DESCRIPTION OF SECURITIES

The Company's securities do not currently, and have not in the past, traded
on any active or liquid public market. Thus, there is currently no market
for the Company's securities and there can be no assurance that a trading
market will develop or, if one develops, that it will continue. Even if a
trading market should develop, the market may be substantially limited or
unsustained. There are currently no plans, proposals, arrangements or
understandings with any person with regard to the development of a trading
market in any of the Company's securities. To the best knowledge of the
Company, there are no lock-up agreements or understandings between the
Company and its shareholders or among the shareholders which has the effect
of restricting the transferability of any shareholders stock holdings.

COMMON STOCK

The Company's Articles of Incorporation, as amended, authorizes the issuance
of 50,000,000 shares of common stock, $0.001 par value per share. In December
1999, the Board of Directors of the Company approved a 2000 for 1 forward split
of the Company's common stock. All references made to the shares of common
stock, unless otherwise noted, have been adjusted to reflect the above mentioned
forward split. The holders of each share of common stock (i) have equal rights
to dividends from funds legally available therefore, when, as and if declared
by the Company's Board of Directors, (ii) are entitled to share in all assets
of the Company available for distribution, (iii) do not have pre-emptive,
subscription or conversion rights and (iv) are entitled to one non-cumulative
vote at all shareholder meetings.

All shares of common stock now outstanding are fully paid for and
non-assessable.

Stockholders have no cumulative voting rights, which means that Stockholders
owning more than 50% of the outstanding stock can vote to elect all
directors. Accordingly, the remaining Stockholders would not be able to
elect any of the Company's directors.

<PAGE>

PREFERRED STOCK

The Company is authorized to issue up to 5,000,000 shares of Preferred
Stock, par value $0.001. The Preferred Stock of the Company can be issued in
one or more series as may be determined from time to time by the Board of
Directors without further stockholder approval. In establishing a series
the Board of Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix
the number of shares in such series, and the preferences, rights and
restrictions thereof. All shares of any one series shall be alike in every
particular. No shares of Preferred Stock have been issued.

NON-CUMULATIVE VOTING

The Articles of Incorporation and Bylaws of the Company specify that
shareholders will not have the right to accumulate their shares for the
purpose of electing directors of the Company. Consequently, all directors
of the Company will be elected by the present majority shareholders.

COMMON STOCK DIVIDENDS

The Company does not presently anticipate that it will pay dividends on its
Common Stock at any time in the foreseeable future. The payment of
dividends will depend, among other things, upon the earnings, assets,
general financial condition, and other factors. In the event that the
Company successfully completes a merger or acquisition as contemplated
hereunder, the Management of the acquired company will, in all likelihood,
have sole and exclusive authority to determine whether Common Stock
dividends will be paid thereafter.

The Company intends to furnish holders of its common stock annual reports
containing audited financial statements and to make public quarterly reports
containing unaudited financial information.

<PAGE>
PART II

ITEM 1 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.

A number of states have enacted statutes, rules and regulations limiting the
sale of securities of "blank check" companies in their respective
jurisdictions. Some states prohibit the initial offer and sale as well as
any subsequent resale of securities of shell companies to residents of their
states. In such an event, the shareholders of the Company, as well as the
shareholders of any target company, may be limited in their ability to
resell shares of the Company. To the best knowledge of the Company, the
following states may have such limitations (this list is not exhaustive and
a significant number of other states may also have such limitations):
Connecticut, Georgia, Oregon, Washington, and Florida.

To the best knowledge of the Company, there are no lock-up agreements or
understandings between the Company and its shareholders or among the
shareholders which has the effect of restricting the transferability of any
shareholders stock holdings.

STOCKHOLDERS

As of January 31, 2000, the Company had 2,000,000 shares of Common Stock
Outstanding, held by 8 shareholders of record.

DIVIDENDS

The Company has not paid cash dividends on its Common Stock in the past and
does not anticipate doing so in the foreseeable future.

ITEM 2. LEGAL PROCEEDINGS.

There are no pending legal proceedings to which the Company is a
party or to which the property interests of the Company are subject.

<PAGE>

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Not applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

On December 12, 1996, the Company issued 1,000 shares (split adjusted to
2,000,000 as previously described), for $100. There was no underwriter
involved in this issuance. The issuance was conducted pursuant
to Section 4(2) under the Securities Act of 1933. The Company has conducted
no other issuances of securities.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses
that they may incur in such capacities. In general, Directors and Officers
are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that
the indemnitee had no reasonable cause to believe were unlawful.
Furthermore, the personal liability of the Directors is limited as provided
in the Company's Articles of Incorporation.

The Company does not currently maintain a policy of Directors and Officers
Liability Insurance.

PART F/S

FINANCIAL STATEMENTS

The Financial Statements required by this Item are included at the end of
this report beginning on Page F-1.

<PAGE>
PART III

ITEM 1 - INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

3.1 Articles of Incorporation of the Company.

3.2 Amended Articles of Incorporation.

3.3 Bylaws of the Company.

27.1 Financial Data Schedule

ITEM 2 - DESCRIPTION OF EXHIBITS

Not applicable

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.

Boss Media, Inc.

Dated: February 10, 2000 /s/ Gregory A. Went

By: Gregory A. Went
Its: President

<PAGE>

BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
JANUARY 7, 2000
DECEMBER 31, 1999
DECEMBER 31, 1998

<PAGE>

TABLE OF CONTENTS
-----------------
PAGE
----

INDEPENDENT AUDITORS' REPORT 1

ASSETS 2

LIABILITIES AND STOCKHOLDERS' EQUITY 3

STATEMENT OF OPERATIONS 4

STATEMENT OF STOCKHOLDERS EQUITY 5

STATEMENT OF CASH FLOWS 6

NOTES TO FINANCIAL STATEMENTS 7-10

<PAGE>

BARRY L. FRIEDMAN, P.C.
Certified Public Accountant

1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278

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

Board of Directors January 10, 2000
Boss Media, Inc.
Vancouver, British Columbia

I have audited the accompanying Balance Sheets of Boss Media, Inc., (A
Development Stage Company), as of January 7, 2000, December 31, 1999, and
December 31, 1998, and the related statements of operations, stockholders'
equity and cash flows for period January 1, 2000, to January 7, 2000, and the
two years ended December 31, 1999 and December 31, 1998. These financial
statements are the responsibility of the Company's management. My responsibility
is to express n opinion on these financial statements based on my audit.

I conducted my 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Boss Media, Inc., (A
Development Stage Company), as of January 7, 2000, December 31, 1999 and
December 31, 1998, and the results of its operations and cash flows for the
period January 1, 2000 to January 7, 2000, and the two years ended December 31,
1999 and December 31, 1998, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/S/ Barry L. Friedman
____________________
Barry L. Friedman
Certified Public Accountant

<PAGE>

BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
BALANCE SHEET
-------------

ASSETS
------

<S> <C> <C> <C>
January December December
07, 2000 31, 1999 31, 1998
-------- -------- --------

CURRENT ASSETS $ 0 $ 0 $ 0
-------- -------- --------
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
-------- -------- --------
OTHER ASSETS $ 0 $ 0 $ 0
-------- -------- --------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
-------- -------- --------
TOTAL ASSETS $ 0 $ 0 $ 0
======== ======== ========

</TABLE>

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

<PAGE>
BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
BALANCE SHEET
-------------

LIABILTIES AND STOCKHOLDERS' EQUITY
-----------------------------------

<S> <C> <C> <C>
January December December
07, 2000 31, 1999 31, 1998
-------- -------- --------

CURRENT LIABILITIES
Officers Advances (Note #6) $ 450 $ 450 $ 0
-------- -------- --------

TOTAL CURRENT LIABILITIES $ 450 $ 450 $ 0
-------- -------- --------

STOCKHOLDERS' EQUITY (Note#1)

Preferred stock, par value,
$.001, Authorized 5,000,000 shs
issued and outstanding at
January 7, 2000 - None $ 0

Common Stock, no par value
Authorized 1,000 shares
Issued and outstanding at
December 31, 1998-1,000 shares $ 100
December 31, 1999-1,000 shares $ 100

Common stock, par value, $.001
Authorized 50,000,000 shares
Issued and outstanding at
January 7, 2000-2,000,000 shs 2,000

Additional paid in capital -1,900 0 0

Deficit accumulated during
The development stage -550 -550 -100
-------- -------- --------

TOTAL STOCKHOLDERS' EQUITY $ -450 $ -450 $ -100
-------- -------- --------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
======== ======== ========

</TABLE>

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

<PAGE>

BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
-----------------------

<S> <C> <C> <C> <C>
Jan. 01, Year Year June 7, 1994
2000, to Ended Ended (inception)
Jan. 07, Dec. 31, Dec. 31, to Jan. 07,
2000 1999 1998 2000
-------- -------- -------- ------------
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
-------- -------- -------- ------------

EXPENSES
General, Selling
And Administrative $ 0 $ 450 $ 0 $ 550
-------- -------- -------- ------------

Total Expenses $ 0 $ 450 $ 0 $ 550
-------- -------- -------- ------------

Net Profit/Loss (-) $ 0 $ -450 $ 0 $ -550
======== ======== ======== ============

Net Profit/Loss (-)
Per weighted
Share (Note#1) $ NIL $ -.0002 $ NIL $ -.0003
======== ======== ======== ============

Weighted average
Number of common
Shares outstanding 2,000,000 2,000,000 2,000,000 2,000,000
======== ======== ======== ============

</TABLE>

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

<PAGE>

BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------

<S> <C> <C> <C> <C>
Additional Accumu-
Common Stock paid-in lated
Shares Amount capital Deficit
-------- ------- ---------- --------
Balance,
December 31, 1997 1,000 $ 100 $ 0 $ -100

Net loss year ended
December 31,1998 0
-------- ------- ---------- --------
Balance,
December 31, 1998 1,000 $ 100 $ 0 $ -100

Net loss year ended
December 31, 1999 -450
-------- ------- ---------- --------
Balance,
December 31, 199 1,000 $ 100 $ 0 $ -550

January 5,2000
Changed par value
From no par
To $.001 -99 +99

January 5, 2000
Forward stock split
2,000:1 1,999,000 +1,999 -1,999

Net loss,
January 1, 2000 to
January 7, 2000 0
-------- ------- ---------- --------

Balance,
January 7, 2000 2,000,000 $ 2,000 $ -1,900 $ -550
========= ======= ========= =======
</TABLE>

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

<PAGE>

BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
-----------------------
<S> <C> <C> <C> <C>
Jan. 01, Year Year June 7, 1994
2000 to Ended Ended (inception)
Jan.07, Dec.31, Dec. 31, to Jan. 07,
2000 1999 1998 2000
--------- ------ ------- ------------

Cash flows from
Operating activities
Net Loss $ 0 $ -450 $ 0 $ -550
Adjustment to
Reconcile net loss
To net cash
Provided by operating
Activities 0 0 0 0

Changes in assets and
liabilities
Officers Advances 0 +450 0 +450
--------- ------ ------- ------------
Net cash used in
Operating activities $ 0 $ 0 $ 0 $ -100

Cash flows from
Investing activities 0 0 0 0

Cash flows from
Financing activities
Issuance of common
Stock for cash 0 0 0 +100
--------- ------ ------- ------------

Net increase (decrease)
In cash $ 0 $ 0 $ 0 $ 0

Cash
Beginning of period 0 0 0 0
--------- ------ ------- ------------

Cash
End of period $ 0 $ 0 $ 0 $ 0
========= ====== ======= ============

</TABLE>

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

<PAGE>

BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-----------------------------
January 7, 2000, December 31, 1999, and December 31, 1998

Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized June 7, 1994, under the laws of the State of
Nevada, as Boss Media, Inc. the company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.

On December 12, 1996, the company issued 1,000 shares of no par value
common stock for $100. in cash.

On January 5, 2000, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 1,000 common
shares to 50,000,000 common shares. The par value was changed from no par value
to $0.001. The company also added 5,000,000 shares of preferred stock with a par
value of $0.001

On January 5, 2000, the company forward split its common stock 2000:1 thus
increasing the number of outstanding shares from 1,000 to 2,000,000 shares.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as
follows:

1. The company uses the accrual method of accounting.
2. The earning per share is computed using the weighted average number of
common shares outstanding.
3. The company has not yet adopted any policy regarding payments of
dividends. No dividends have been paid since inception.

NOTE 3 - GOING CONCERN

The company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.

NOTE 4 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.

<PAGE>

BOSS MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
January 7, 2000, December 31, 1999 and December 31, 1998

Note 5 - RELATED PARTY TRANSACTION

The company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected therein. The
officers and directors of the company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the company and their other business interests.
The company has not formulated a policy for the resolution of such conflicts.

NOTE 6 - OFFICERS AND DIRECTORS

While the company is seeking additional capital through a merger with an
existing operating company, an officer of the company has advanced funds on
behalf of the company to pay for any costs incurred by it. These funds are
interest free.

[ FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 07 1994 ]

BOSS MEDIA, INC.

Article # 1 The name of the corporation is:
Boss Media, Inc.

Article # 2 The name and address of the Resident Agent is:
PARACORP INCORPORATED
401 RYLAND STREET STE. 330
RENO, NEVADA
89502

Article # 3 The type of business is to engage in any legal activity
Which a corporation may be organized under the General
Corporation Law of Nevada.

Article # 4 The total authorized capital of the corporation is 1,000
shares of common stock with no par value.

Article # 5 The governing board of the corporation is one director.
The number of directors may be changed by board.
The director is as follows:

Richard Smitten
9743 Olympic Boulevard
Beverly Hills, CA 90212

Article # 6 All shares are non-assessable at this time.

Article # 7 The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent
permissible under Nevada law.

Article # 9 The corporation shall have perpetual existence.

Article # 10 The name and address of the incorporator is as follows:

Bruce K. Codding
400 West King Street, Suite 404
Carson City, NV 89703

/s/ Bruce K. Codding
----------------------------
Incorporator
Bruce K. Codding

STATE OF NEVADA

CARSON CITY

On June 7, 1994, Bruce K. Codding personally appeared before me, a notary
public, and I acknowledge that Bruce K. Codding executed the above instrument.

/s/ Nada L. Light
----------------------------
Signature of Notary

[NOTARY SEAL]

CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
BOSS MEDIA, INC.
(After Issuance of Stock)

I, the undersigned President and Secretary of Boss Media, Inc., a Nevada
corporation, do hereby certify:

1. That the Board of Directors of said corporation, on December 2,
1999, unanimously adopted a resolution to amend the articles as follows:

Article Four of the Articles of Incorporation of this corporation is
hereby amended to read as follows:

"Article # 4: Authorized Capital. The aggregate amount of the total authorized
capital stock the corporation shall have the authority to issue is Fifty Million
(50,000,000) shares of Common Stock, par value $0.001, and Five Million
(5,000,000) shares of Preferred Stock, par value $0.001. Upon filing of this
Amendment, the then outstanding shares of Common Stock are subject to a 2000 for
1 forward stock split.

The shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the Corporation (the "Board of Directors") is
expressly authorized to provide for the issuance of all or any of the shares of
the Preferred Stock in one or more series, and to fix the number of shares and
to determine or alter for each such series, such voting powers, full or limited,
or no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of such
shares (a "Preferred Stock Designation") and as may be permitted by the Nevada
Corporation Law. The Board of Directors is also expressly authorized to
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series. In case the number of shares of any such series shall be
so decreased, the shares constituting such decrease shall resume the status that
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.

The capital stock of the Corporation, after the amount of the subscription price
has been paid in money, property, or services, as the Directors shall determine,
shall not be subject to assessment to pay the debts of the Corporation, nor for
any other purpose, and no stock issued as fully paid shall ever be assessable or
assessed, and the Articles of Incorporation shall not be amended in this
particular."

2. The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 1000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

/s/ Gregory Went
________________________________
GREGORY WENT
President & Secretary

ARTICLE I
OFFICES

Section 1. Principal Office. The principal office for the transaction
of business of the Corporation is hereby fixed and located at 1426 Laurier Ave.
Vancouver, British Columbia V6H 1Z1 Canada. The location may be changed by the
Board of Directors in their discretion, and additional offices may be
established and maintained at such other place or places, either within or
outside of Nevada, as the Board of Directors may from time to time designate.

Section 2. Other Offices. Branch or subordinate offices may at any
time be established by the Board of Directors at any place or places where the
Corporation is qualified to do business.

ARTICLE II
DIRECTORS - MANAGEMENT

Section 1. Powers, Standard of Care.

A. Powers: Subject to the provisions of the Nevada Corporations
Code (hereinafter the "Act"), and subject to any limitations in the Articles of
Incorporation of the Corporation relating to action required to be approved by
the Shareholders, or by the outstanding shares, the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors. The Board of Directors may
delegate the management of the day-to-day operation of the business of the
Corporation to a management company or other persons, provided that the business
and affairs of the Corporation shall be managed, and all corporate powers shall
be exercised, under the ultimate direction of the Board.

B. Standard of Care; Liability:

(i) Each Director shall exercise such powers and otherwise
perform such duties, in good faith, in the matters such Director believes to be
in the best interests of the Corporation, and with such care, including
reasonable inquiry, using ordinary prudence, as a person in a like position
would use under similar circumstances.

(ii) In performing the duties of a Director, a Director shall
be entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, in which case prepared or
presented by:

(a) One or more officers or employees of the Corporation
whom the Director believes to be reliable and competent in the matters
presented,

(b) Counsel, independent accountants or other persons as
to which the Director believes to be within such person's professional or expert
competence, or

(c) A Committee of the Board upon which the Director
does not serve, as to matters within its designated authority, which committee
the Director believes to merit confidence, so long as in any such case the
Director acts in good faith, after reasonable inquiry when the need therefor is
indicated by the circumstances and without knowledge that would cause such
reliance to be unwarranted.

C. Exception for Close Corporation. Notwithstanding the
provisions of Section 1 of this Article, in the event that the Corporation shall
elect to become a close corporation, its Shareholders may enter into a
Shareholders' Agreement. Said Agreement may provide for the exercise of
corporate powers and the management of the business and affairs of the
Corporation by the Shareholders; provided, however, such agreement shall, to the
extent and so long as the discretion or powers of the Board of Directors in its
management of corporate affairs is controlled by such agreement, impose upon
each Shareholder who is a party hereof, liability for managerial acts performed
or omitted by such person pursuant thereto otherwise imposed upon Directors; and
the Directors shall be relieved to that extent from such liability.

Section 2. Number and Qualification of Directors. The authorized
number of Directors of the Corporation shall be at least one (1) but not more
than seven (7) until changed by a duly adopted amendment to the Articles of
Incorporation or by an amendment to this Section 2 of Article II of these
Bylaws, adopted by the vote or written consent of Shareholders entitled to
exercise majority voting power as provided in the Act.

Section 3. Election and Term of Office of Directors. Directors shall
be elected at each annual meeting of the Shareholders to hold office until the
next annual meeting. Each Director, including a Director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.

Section 4. Vacancies.

A. Vacancies on the Board of Directors may be filled by a majority
of the remaining Directors, though less than a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a Director by the vote
or written consent of the Shareholders, or by a court order, may be filled only
by the vote of a majority of the shares entitled to vote, represented at a duly
held meeting at which a quorum is present, or by the written consent of holders
of the majority of the outstanding shares entitled to vote. Each Director so
elected shall hold office until the next annual meeting of the Shareholders and
until a successor has been elected and qualified.

B. A vacancy or vacancies on the Board of Directors shall be
deemed to exist in the event of the death, resignation or removal of any
Director, or if the Board of Directors by resolution declares vacant the office
of a Director who has been declared of unsound mind by an order of court or
convicted of a felony.

C. The Shareholders may elect a Director or Directors at any time
to fill any vacancy or vacancies not filled by the Directors, but any such
election by written consent shall require the consent of a majority of the
outstanding shares entitled to vote.

D. Any Director may resign, effective on giving written notice to
the Chairman of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a Director is effective at a future
time, the Board of Directors may, prior to the effective date of a Director's
resignation, elect a successor to take office when the resignation becomes
effective.

E. No reduction of the authorized number of Directors shall have
the effect of removing any Director before that Director's term of office
expires.

Section 5. Removal of Directors.

A. The entire Board of Directors, or any individual Director, may
be removed from office as provided by the Act. In such case, the remaining
members, if any, of the Board of Directors may elect a successor Director to
fill such vacancy for the remaining unexpired term of the Director so removed.
B. No Director may be removed (unless the entire Board is removed)
when the votes cast against removal or not consenting in writing to such removal
would be sufficient to elect such Director if voted cumulatively at an election
at which the same total number of votes were cast (or, if such action is taken
by written consent, all shares entitled to vote, were voted) and the entire
number of Directors authorized at the time of the Directors most recent election
were then being elected; and when by the provisions of the Articles of
Incorporation the holders of the shares of any class or series voting as a
class or series are entitled to elect one or more Directors, any Director so
elected may be removed only by the applicable vote of the holders of the shares
of that class or series.

Section 6. Place of Meetings. Regular meetings of the Board of
Directors shall be held at any place within or outside the state that has been
designated from time to time by resolution of the Board. In the absence of such
resolution, regular meetings shall be held at the principal executive office of
the Corporation. Special meetings of the Board shall be held at any place
within or outside the state that has been designated in the notice of the
meeting, or, if not stated in the notice or there is no notice, at the principal
executive office of the Corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, so long as all
Directors participating in such meeting can hear one another, and all such
Directors shall be deemed to have been present in person at such meeting.

Section 7. Annual Meetings. Immediately following each annual meeting
of Shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, the election of officers and the transaction of other
business. Notice of this meeting shall not be required. Minutes of any meeting
of the Board, or any committee thereof, shall be maintained as required by the
Act by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings.

A. Other regular meetings of the Board of Directors shall be held
without call at such time as shall from time to time be fixed by the Board of
Directors. Such regular meetings may be held without notice, provided the time
and place of such meetings has been fixed by the Board of Directors, and further
provided the notice of any change in the time of such meeting shall be given to
all the Directors. Notice of a change in the determination of the time shall be
given to each Director in the same manner as notice for such special meetings of
the Board of Directors.
B. If said day falls upon a holiday, such meetings shall be held
on the next succeeding day thereafter.

Section 9. Special Meetings/Notices.

A. Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
or any Vice President or the Secretary or any two Directors.

B. Notice of the time and place for special meetings shall be
delivered personally or by telephone to each Director or sent by first class
mail or telegram, charges prepaid, addressed to each Director at his or her
address as it is shown in the records of the Corporation. In case such notice
is mailed, it shall be deposited in the United States mail at least four days
prior to the time of holding the meeting. In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or be
telephone or to the telegram company at least 48 hours prior to the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated to either the Director or to a person at the office of the Director
who the person giving the notice has reason to believe will promptly communicate
same to the Director. The notice need not specify the purpose of the meeting,
nor the place, if the meeting is to be held at the principal executive office of
the Corporation.

Section 10. Waiver of Notice.

A. The transactions of any meeting of the Board of Directors,
however called, noticed, or wherever held, shall be as valid as though had at a
meeting duly held after the regular call and notice if a quorum be present and
if, either before or after the meeting, each of the Directors not present signs
a written waiver of notice, a consent to holding the meeting or an approval of
the minutes thereof. Waivers of notice or consent need not specify the purposes
of the meeting. All such waivers, consents and approvals shall be filed with
the corporate records or made part of the minutes of the meeting.

B. Notice of a meeting shall also be deemed given to any Director
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director.

Section 11. Quorums. A majority of the authorized number of Directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 12 of this Article II. Every act or decision done or made
by a majority of the Directors present at a meeting duly held at which a quorum
was present shall be regarded as the act of the Board of Directors, subject to
the provisions of the Act. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of Directors, if
any action taken is approved by at least a majority of the required quorum for
that meeting.

Section 12. Adjournment. A majority of the directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and place of the
holding of an adjourned meeting need not be given, unless the meeting is
adjourned for more than 24 hours, in which case notice of such time and place
shall be given prior to the time of the adjourned meeting to the Directors who
were not present at the time of the adjournment.

Section 14. Board of Directors Provided by Articles or Bylaws. In the
event only one Director is required by the Bylaws or the Articles of
Incorporation, then any reference herein to notices, waivers, consents, meetings
or other actions by a majority or quorum of the Board of Directors shall be
deemed or referred as such notice, waiver, etc., by the sole Director, who shall
have all rights and duties and shall be entitled to exercise all of the powers
and shall assume all the responsibilities otherwise herein described, as given
to the Board of Directors.

Section 15. Directors Action by Unanimous Written Consent. Any action
required or permitted to be taken by the Board of Directors may be taken without
a meeting and with the same force and effect as if taken by a unanimous vote of
Directors, if authorized by a writing signed individually or collectively by all
members of the Board of Directors. Such consent shall be filed with the regular
minutes of the Board of Directors.

Section 16. Compensation of Directors. Directors, and members as such,
shall not receive any stated salary for their services, but by resolution of the
Board of Directors, a fixed sum and expense of attendance, if any, may be
allowed for attendance at each regular and special meeting of the Board of
Directors; provided, however, that nothing contained herein shall be construed
to preclude any Director from serving the Corporation in any other capacity as
an officer, employee or otherwise receiving compensation for such services.

Section 17. Committees. Committees of the Board of Directors may be
appointed by resolution passed by a majority of the whole Board. Committees
shall be composed of two or more members of the Board of Directors. The Board
may designate one or more Directors as alternate members of any committee, who
may replace any absent member at any meeting of the committee. Committees shall
have such powers as those held by the Board of Directors as may be expressly
delegated to it by resolution of the Board of Directors, except those powers
expressly made non-delegable by the Act.

Section 18. Meetings and Action of Committees. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such
changes in the context of those Sections as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that the time of the regular meetings of the committees may be determined by
resolution of the Board of Directors as well as the committee, and special
meetings of committees may also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.

Section 19. Advisory Directors. The Board of Directors from time to
time may elect one or more persons to be Advisory Directors, who shall not by
such appointment be members of the Board of Directors. Advisory Directors shall
be available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and to
furnish consultation to the Board of Directors. The period during which the
title shall be held may be prescribed by the Board of Directors. If no period
is prescribed, the title shall be held at the pleasure of the Board of
Directors.

ARTICLE III
OFFICERS

Section 1. Officers. The principal officers of the Corporation shall
be a President, a Vice President, a Secretary, and a Chief Financial Officer who
may also be called Treasurer. The Corporation may also have, at the discretion
of the Board of Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as may be appointed in accordance with the provisions of Section
3 of this Article III. Any number of offices may be held by the same person.

Section 2. Election of Officers. The principal officers of the
Corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen by the
Board of Directors, and each shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any contract of
employment.

Section 3. Subordinate Officers, Etc. The Board of Directors may
appoint such other officers as the business of the Corporation may require, each
of whom shall hold office for such period, have such authority and perform such
duties as are provided in the Bylaws or as the Board of Directors may from time
to time determine.

Section 4. Removal and Resignation of Officers.

A. Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by a
majority of the Directors at that time in office, at any regular or special
meeting of the Board of Directors, or, except in the case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

B. Any officer may resign at any time by giving written notice to
the Board of Directors. Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the Corporation under any contract to which
the officer is a party.

Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to that office.

Section 6. Chairman of the Board.

A. The Chairman of the Board, if such an officer be elected,
shall, if present, preside at the meetings of the Board of Directors and
exercise and perform such other powers and duties as may, from time to time, be
assigned by the Board of Directors or prescribed by the Bylaws. If there is no
President, the Chairman of the Board shall, in addition, be the Chief Executive
Officer of the Corporation and shall have the powers and duties prescribed in
Section 7 of this Article III.

Section 7. President and Chief Executive Officer. Subject to such
supervisory powers, if any, as may be given by the Board of Directors to the
Chairman of the Board, if there is such an officer, the President along with the
Chief Executive Officer of the Corporation shall, subject to the control of the
Board of Directors, have general supervision, discretion and control of the
business and officers of the Corporation. The President or the Chief Executive
Officer shall preside at all meetings of the Shareholders and, in the absence of
the Chairman of the Board, or if there be none, at all meetings of the Board of
Directors. The President and Chief Executive Officer, jointly, shall have the
general powers and duties of management usually vested in the office of
President and Chief Executive Officer of a corporation, each shall be ex officio
a member of all the standing committees, including the Executive Committee, if
any, and shall have such other powers and duties as may be prescribed by the
Board of Directors or the Bylaws.

Section 8. Vice President. In the absence or disability of the
President or Chief Executive Officer, the Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall perform all the duties of
the President or Chief Executive Officer, as the case may be, and when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President or the Chief Executive Officer. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them, respectively, by the Board of Directors or the Bylaws, the
President, the Chief Executive Officer, or the Chairman of the Board.

Section 9. Secretary.

A. The Secretary shall keep, or cause to be kept, a book of
minutes of all meetings of the Board of Directors and Shareholders at the
principal office of the Corporation or such other place as the Board of
Directors may order. The minutes shall include the time and place of holding
the meeting, whether regular or special, and if a special meeting, how
authorized, the notice thereof given, and the names of those present at
Directors' and committee meetings, the number of shares present or represented
at Shareholders' meetings and the proceedings thereof.

B. The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation or at the office of the Corporation's transfer agent,
a share register, or duplicate share register, showing the names of the
Shareholders and their addresses; the number and classes or shares held by each;
the number and date of certificates issued for the same; and the number and date
of cancellation of every certificate surrendered for cancellation.

C. The Secretary shall give, or cause to be given, notice of all
the meetings of the Shareholders and of the Board of Directors required by the
Bylaws or by law to be given. The Secretary shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 10. Chief Financial Officer or Treasurer.

A. The Chief Financial Officer shall keep and maintain, or cause
to be kept and maintained, in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, earnings (or surplus) and
shares issued. The books of account shall, at all reasonable times, be open to
inspection by any Director.

<PAGE>
B. The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors. The Chief
Financial Officer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, shall render to the President and Directors, whenever
they request it, an account of all of the transactions of the Chief Financial
Officer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.

ARTICLE IV
SHAREHOLDERS' MEETINGS

Section 1. Place of Meetings. Meetings of the Shareholders shall be
held at any place within or outside the state of Nevada designated by the Board
of Directors. In the absence of any such designation, Shareholders' meetings
shall be held at the principal executive office of the Corporation.

Section 2. Annual Meeting.

A. The annual meeting of the Shareholders shall be held, each
year, as follows:

Time of Meeting: 10:00 A.M.
Date of Meeting: First Wednesday of December

B. If this day shall be a legal holiday, then the meeting shall be
held on the next succeeding business day, at the same time. At the annual
meeting, the Shareholders shall elect a Board of Directors, consider reports of
the affairs of the Corporation and transact such other business as may be
properly brought before the meeting.

C. If the above date is inconvenient, the annual meeting of
Shareholders shall be held each year on a date and at a time designated by the
Board of Directors within ninety days of the above date upon proper notice to
all Shareholders.

Section 3. Special Meetings.

A. Special meetings of the Shareholders for any purpose or
purposes whatsoever, may be called at any time by the Board of Directors, the
Chairman of the Board, the President, or by one or more Shareholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at any
such meeting. Except as provided in paragraph B below of this Section 3, notice
shall be given as for the annual meeting.

B. If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
President, any Vice President or the Secretary of the Corporation. The officer
receiving such request shall forthwith cause notice to be given to the
Shareholders entitled to vote, in accordance with the provisions of Sections 4
and 5 of this Article, indicating that a meeting will be held at the time
requested by the person or persons calling the meeting, not less than 35 nor
more than 60 days after the receipt of the request. If the notice is not given
within 20 days after receipt of the request, the person or persons requesting
the meeting may give the notice in the manner provided in these Bylaws. Nothing
contained in this paragraph of this Section shall be construed as limiting,
fixing or affecting the time when a meeting of Shareholders called by action of
the Board of Directors may be held.

Section 4. Notice of Meetings - Reports.

A. Notice of any Shareholders meetings, annual or special, shall
be given in writing not less than 10 days nor more than 60 days before the date
of the meeting to Shareholders entitled to vote thereat by the Secretary or the
Assistant Secretary, or if there be no such officer, or in the case of said
Secretary or Assistant Secretary's neglect or refusal, by any Director or
Shareholder.

B. Such notices or any reports shall be given personally or by
mail or other means of written communication as provided in the Act and shall be
sent to the Shareholder's address appearing on the books of the Corporation, or
supplied by the Shareholder to the Corporation for the purpose of notice, and in
the absence thereof, as provided in the Act by posting notice at a place where
the principal executive office of the Corporation is located or by publication
at least once in a newspaper of general circulation in the county in which the
principal executive office is located.

C. Notice of any meeting of Shareholders shall specify the place,
the day and the hour of meeting, and (i) in case of a special meeting, the
general nature of the business to be transacted and that no other business may
be transacted, or (ii) in the case of an annual meeting, those matters which
the Board of Directors, at the date of mailing of notice, intends to present for
action by the Shareholders. At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the date of notice
to be presented for election.

D. Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of written
communication. The officer giving such notice or report shall prepare and file
in the minute book of the Corporation an affidavit or declaration thereof.

E. If action is proposed to be taken at any meeting for approval
of (i) contracts or transactions in which a Director has a direct or indirect
financial interest, (ii) an amendment to the Articles of Incorporation, (iii) a
reorganization of the Corporation, (iv) dissolution of the Corporation, or (v) a
distribution to preferred Shareholders, the notice shall also state the general
nature of such proposal.

Section 5. Quorum.

A. The holders of a majority of the shares entitled to vote at a
Shareholders' meeting, present in person, or represented by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by the Act or by these Bylaws.

B. The Shareholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by a majority
of the shares required to constitute a quorum.

Section 6. Adjourned Meeting and Notice Thereof.

A. Any Shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at such meeting, either in person or by
proxy, but in the absence of a quorum, no other business may be transacted at
such meeting.

B. When any meeting of Shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the Board of Directors shall set a new
record date. Notice of any adjourned meeting shall be given to each Shareholder
of record entitled to vote at the adjourned meeting in accordance with the
provisions of Section 4 of this Article. At any adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.

Section 7. Waiver or Consent by Absent Shareholders.

A. The transactions of any meeting of Shareholders, either annual
or special, however called and noticed, shall be valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
Shareholders entitled to vote, not present in person or by proxy, sign a written
waiver of notice, or a consent to the holding of such meeting or an approval of
the minutes thereof.

B. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any regular or special meeting of
Shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in Section E of Section 4 of this
Article, the waiver of notice or consent shall state the general nature of such
proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

C. Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters not included
in the notice. A Shareholder or Shareholders of the Corporation holding at
least 5% in the aggregate of the outstanding voting shares of the Corporation
may (i) inspect, and copy the records of Shareholders' names and addresses and
shareholdings during usual business hours upon five days prior written demand
upon the Corporation, and/or (ii) obtain from the transfer agent by paying such
transfer agent's usual charges for such a list, a list of the Shareholders'
names and addresses who are entitled to vote for the election of Directors, and
their shareholdings, as of the most recent record date for which such list has
been compiled or as of a date specified by the Shareholders subsequent to the
day of demand. Such list shall be made available by the transfer agent on or
before the later of five days after the demand is received or the date specified
therein as the date as of which the list is to be compiled. The record of
Shareholders shall also be open to inspection upon the written demand of any
Shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to such holder's interest as a
Shareholder or as a holder of a voting trust certificate. Any inspection and
copying under this Section may be made in person or by an agent or attorney of
such Shareholder or holder of a voting trust certificate making such demand.

Section 8. Maintenance and Inspection of Bylaws. The Corporation shall
keep at its principal executive office, or if not in this state, at its
principal business office in this state, the original or a copy of the Bylaws
amended to date, which shall be open to inspection by the Shareholders at all
reasonable times during office hours. If the principal executive office of the
Corporation is outside the state and the Corporation has no principal business
office in this state, the Secretary shall, upon written request of any
Shareholder, furnish to such Shareholder a copy of the Bylaws as amended to
date.

Section 9. Annual Report to Shareholders.

A. Provided the Corporation has 100 Shareholders or less, the
Annual Report to Shareholders referred to in the Act is expressly dispensed
with, but nothing herein shall be interpreted as prohibiting the Board of
Directors from issuing annual or other period reports to Shareholders of the
Corporation as they deem appropriate.

B. Should the Corporation have 100 or more Shareholders, an Annual
Report to Shareholders must be furnished not later than 120 days after the end
of each fiscal period. The Annual Report to Shareholders shall be sent at least
15 days before the annual meeting of the Shareholders to be held during the next
fiscal year and in the manner specified in Section 4 of Article V of these
Bylaws for giving notice to Shareholders of the Corporation. The Annual Report
to Shareholders shall contain a Balance Sheet as of the end of the fiscal year
and an Income Statement and Statement of Changes in Financial Position for the
fiscal year, accompanied by any report of independent accountants or, if there
is no such report, the certificate of an authorized officer of the Corporation
that the statements were prepared without audit from the books and records of
the Corporation.

Section 10. Financial Statements.

A. A copy of any annual financial statement and any Income
Statement of the Corporation for each quarterly period of each fiscal year, and
any accompanying Balance Sheet of the Corporation as of the end of each such
period, that has been prepared by the Corporation shall be kept on file at the
principal executive office of the Corporation for 12 months from the date of its
execution, and each such statement shall be exhibited at all reasonable times to
any Shareholder demanding an examination of such statement or a copy shall be
made for any such Shareholder.

B. If a Shareholder or Shareholders holding at least 5% of the
outstanding shares of any class of stock of the Corporation make a written
request to the Corporation for an Income Statement of the Corporation for the
three month, six month or nine month period of the then current fiscal year
ended more than 30 days prior to the date of the request, and a Balance Sheet of
the Corporation at the end of such period, the Chief Financial Officer shall
cause such statement to be prepared, if not already prepared, and shall deliver
personally or mail such statement or statements to the person making the request
within 30 days after the receipt of such request. If the Corporation has not
sent to the Shareholders its Annual Report for the last fiscal year, this report
shall likewise be delivered or mailed to such Shareholder or Shareholders within
30 days after such request.

C. The Corporation also shall, upon the written request of any
Shareholder, mail to the Shareholder a copy of the last annual, semi-annual or
quarterly Income Statement which it has prepared and a Balance Sheet as of the
end of such period. This quarterly Income Statement and Balance Sheet referred
to in this Section shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the Corporation or the certificate of
authorized officer of the Corporation such that financial statements were
prepared without audit from the books and records of the Corporation.

Section 11. Annual Statement of General Information. The Corporation
shall, in a timely manner, in each year, file with the Secretary of State of
Nevada, on the prescribed form, the statement setting forth the authorized
number of Directors, the names and complete business or residence addresses of
all incumbent Directors, the names and complete business or residence addresses
of the Chief Executive Officer, Secretary and Chief Financial Officer, the
street address of its principal executive office or principal business office in
this state and the general type of business constituting the principal business
activity of the Corporation, together with a designation of the agent of the
Corporation for the purpose of the service of process, all in compliance with
the Act.

ARTICLE V
AMENDMENTS TO BYLAWS

Section 1. Amendment by Shareholders. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the Corporation set forth the
number of authorized Directors of the Corporation, the authorized number of
Directors may be changed only by amendment to the Articles of Incorporation.

Section 2. Amendment by Directors. Subject to the rights of the
Shareholders to adopt, amend or repeal the Bylaws, as provided in Section 1 of
this Article V, and the limitations of the Act, the Board of Directors may
adopt, amend or repeal any of these Bylaws other than an amendment to the Bylaws
changing the authorized number of Directors.

Section 3. Record of Amendments. Whenever an amendment or new Bylaw is
adopted, it shall be copies in the corporate book of Bylaws with the original
Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal
with the date of the meeting at which the repeal was enacted or written assent
was filed shall be stated in the corporate book of Bylaws.

ARTICLE VI
MISCELLANEOUS
Section 1. Shareholders' Agreements. Notwithstanding anything
contained in this Article VI to the contrary, in the event the Corporation
elects to become a close corporation, an agreement between two or more
Shareholders thereof, if in writing and signed by the parties thereto, may
provide that in exercising any voting rights, the shares held by them shall be
voted as provided therein or in the Act, and may otherwise modify the provisions
contained in Article IV, herein as to Shareholders' meetings and actions.

Section 2. Effect of Shareholders' Agreements. Any Shareholders'
Agreement authorized by the Act, shall only be effective to modify the terms of
these Bylaws if the Corporation elects to become a close corporation with the
appropriate filing of an amendment to its Articles of Incorporation as required
by the Act and shall terminate when the Corporation ceases to be a close
corporation. Any other provisions of the Act or these Bylaws may be altered or
waived thereby, but to the extent they are not so altered or waived, these
Bylaws shall be applicable.

Section 3. Subsidiary Corporations. Shares of the Corporation owned by
a subsidiary shall not be entitled to vote on any matter.

Section 4. Accounting Year. The accounting year of the Corporation
shall be fixed by resolution of the Board of Directors.

Section 5. Form. The corporate seal shall be circular in form, and
shall have inscribed thereon the name of the Corporation, the date of its
incorporation, and the word "Nevada" to indicate the Corporation was
incorporated pursuant to the laws of the State of Nevada.

<PAGE>
CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

i. I am the duly elected and acting secretary of Boss Media, Inc., a
Nevada corporation; and

ii. The foregoing Bylaws, are the Bylaws of this Corporation as adopted
by the Board of Directors in accordance with the Nevada Business Corporation Act
and that such Bylaws have not been amended and are in full force and effect.

IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of
this Corporation on December 12, 1996.

/s/ Gregory Went
Gregory Went, Secretary

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<NAME> Boss Media, Inc.
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<PERIOD-END> DEC-31-1999
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