INFO QUOTE SERVICE INC, SB-2/A, 2000-04-04

INFO QUOTE SERVICE INC
SB-2/A, 2000-04-04
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on February 7, 2000

Registration No. 333-63281

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT # 1

TO THE FORM

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INFO-QUOTE SERVICE, INC.

(Name of Small Business Issuer in its charter)

<TABLE>

Nevada 5399 86-0885492

(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Identification No.)
Number)
</TABLE>

2915 West Charleston Boulevard, Suite # 7 Las Vegas, Nevada 89102;

(702) 383-6520

(Address and telephone number of Registrant's principal executive
offices and principal place of business)

Neil J. Beller, LTD.

2345 Red Rock Street, Las Vegas, Nevada 89102; (702) 368-7767

(Name, address, and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as

practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.

/ X /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act. [ ] __________________.

If this Form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number [ ] __________________.

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, please check the following box and list the
Securities Act registration statement number [ ] _________________.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].

CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C> <C>
------------------------------ ---------------------- ------------------------ -------------------- ----------------

Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate registration
(1) share offering price fee
(1)

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

Common stock, $.001 312,500 $0.32 $100,000.00 $26.40

Common stock, $.001 9,000,000 $0.32 $2,880,000 $736.32
(2)

Total 9,312,500 $0.32 $2,980,000 $762.72

------------------------------ ---------------------- ------------------------ -------------------- ----------------
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee and
includes shares being sold by selling stockholders.

(2) Represents common stock to be registered on behalf of the President, Kelly
Charles

PART ONE. INFORMATION REQUIRED IN PROSPECTUS

<PAGE>

PROSPECTUS

INFO-QUOTE SERVICE, INC.

9,109,375

Common Stock

Offering Price $0.32 per share

Info-Quote Service, Inc., a Nevada corporation ("Company"), is hereby offering
up to 109,375 shares of its $0.001 par value common stock ("Shares") at an
offering price of $0.32 per Share pursuant to the terms of this Prospectus for
the purpose of providing working capital for Info-Quote . In addition,
Info-Quote is registering 9,000,000 outstanding shares on behalf of the holder
of such common stock. All costs incurred in the registration of these shares are
being borne by Info-Quote Service, Inc. No underwriter or broker/dealer has been
retained by Info-Quote, Inc. Service to assist in the sale of the shares. All
shares sold will be offered by the Officers and Directors of Info-Quote Service,
Inc.

The shares will become tradeable on the effective date of this prospectus. The
selling securityholder will receive the proceeds from the sale of his shares and
Info-Quote will not receive any of the proceeds from such sales. The selling
securityholder, directly or through agents, dealers or representatives to be
designated from time to time, may sell his shares on terms to be determined at
the time of sale. SEE "PLAN OF DISTRIBUTION." The selling securityholder
reserves the sole right to accept or reject, in whole or in part, any proposed
purchase of his shares being offered for sale.

The Shares offered hereby are highly speculative and involve a high degree of
risk to public investors and should be purchased only by persons who can afford
to lose their entire investment (See "Risk Factors").

<TABLE>

Price To Underwriting Proceeds to Issuer
Public (1) Discounts and

Commission

Per Share $0.32 -0- $0.32

Minimum $35,000.00 -0- $35,000.00

Maximum $100,000.00 -0- $100,000.00

</TABLE>

Information contained herein is subject to completion or amendment. The
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

Subject to Completion, Dated ________________, 2000

<PAGE>

This offering involves a significant degree of risk and prospective investors
need to read the section called "Risk Factors" which begins on page 6.

We have also registered the sale of 9,000,000 shares of our common stock owned
by our President, Mr Kelly Charles.

We must sell a minimum of 109,375 units within 240 days from the effective date
of this Registration. Amounts received will be deposited in our bank account and
will not be available to us until the minimum amount of $35,000 is received

These securities will be offered in a self under written offering by one of our
officers and directors namely Mr. Kelly Charles, our President, Secretary and
Director.

Neither the Securities and Exchange Commission, nor any state securities
commission, has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any repre sentation to the contrary is
a criminal offense.

(1) A minimum of 109,375 shares and a maximum of 312,500 shares may be sold on
a "bestefforts" basis. All proceeds from this offering will be held in the
the bank account of Info-Quote until the minimum amount has been received.

(2) The Net Proceeds to Info-Quote Service, Inc. is before the payment of
certain expenses in connection with this offering. See "Use of Proceeds."

<PAGE>

Table of Contents

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====================================================================================== ================

Prospectus Summary 9

Risk Factors 12
Limited experience of management
Limited prior operating experience 12
Dependence on internet/marketing experience 12
Influence of other eternal factors 12
Regulatory factors 12
Competition 12
Use of Proceeds not specific 12
Lack of diversification 13
Non cumulative voting 13
Absence of cash dividends 13
Conflicts of interest 13
Our independent auditor has expressed doubt about our
ability to continue as a going concern 13
Investment valuation determined by board 13
Additional financing may be required 13
Purchase by affiliates 14
No assurance shares will be sold 14
Arbitrary offering price 14
"Best efforts" offering 14
A public market may not develop 14
Shares eligible for future sale 14

Use of Proceeds 14

Determination of Offering Price 15

Dilution 16

Plan of Distribution 17

Legal Proceedings 19

Directors, Executive Officers, Promoters, and

Control Persons 19

Security Ownership of Certain Beneficial Owners

and Management 21

Description of Securities 21

Interest of Named Experts and Counsel 22

Disclosure of Commission Position on Indemnification

For Securities Act Liabilities 22

Organization Within the Last Five Years 23

Description of Business 23

Management's Discussion and Analysis of Financial

Conditions and Results of Operation 25

Description of Property 27

Certain Relationships and Related Transactions 27

Market for Common Equity and Related Stockholder Matters 27

Executive Compensation 28

Financial Statements 28

Changes in and Disagreements with Accountants of Accounting Matters 28

</TABLE>

<PAGE>

INITIAL PUBLIC OFFERING PROSPECTUS

9,109,375 SHARES OF COMMON STOCK

Info-Quote Service Inc. was formed to offer travel packages, and products to
individuals through its internet web-site at www.InfoQuoteService.com.
Info-Quote will also offer products that can be used while on vacation or to go
on vacation with such as luggage and sporting equipment through an area called
the Travel Village.

There will also be a chat area for consumers to discuss the Travel packages they
have participated in as well as discussing experiences while on vacation.
Info-Quote will strive to be the next full service one stop travel center on the
internet.

This is our initial public offering. We anticipate that the initial public
offering price will be .32 per share. We are also registering for sale 9,000,000
shares on behalf of our Presdent, Mr. Kelly Charles

No market currently exists for our shares and there is no guarantee that a
market will ever develop.

THE OFFERING AND INFOQUOTE, INC.'S SECURITIES

Minimum Sold Maximum Sold

Securities Being Offered 109,375 312,500

Shares Outstanding Before the Offering 9,000,000 9,000,000

Shares Outstanding After the Offering 9,109,375 9,312,500
</TABLE>

o We intend to use our proceeds:

to conduct market research and commence our market strategy,

to further develop our web-site,

to help establish strategic partnerships

to establish a financial reporting system, for general corporate
and working capital.

<PAGE>

The Offering. Shares of Info-Quote Service, Inc. will be offered at $0.32 per
Share. See "Plan of Distribution." The minimum purchase required of an investor
is $1000.00. If all the Shares offered are sold, the net proceeds to the Company
will be $35,000. See "Use of Proceeds." This balance will be used as working
capital for Info-Quote Service, Inc..

Liquidity of Investment.

Although the Shares will be "free trading," there is no established market for
the Shares and there may not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk Factors."

Selected Financial Data

As more fully discussed in accompanying financial statements, The following
table sets forth selected financial data of Info-Quote Service, Inc. for the
year ended December 31, 1999. The selected financial data has been derived from
the audited consolidated financial statements and notes thereto of Info-Quote
Service, Inc. which is included elsewhere in this prospectus. As of this date
there has been limited activity in Info-Quote .

Risk Factors

An investment in Info-Quote involved risks due in part to a limited previous
financial and operating history of Company, as well as competition in the
internet marketing industry. Also, certain potential conflicts of interest arise
due to the relationship of Info-Quote to management and others. See "Risk
Factors."

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR
TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS AMONG OTHER
THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS PROSPECTUS.

The president and 100% shareholder is attempting to sell all of his shares.

The president and 100% shareholder Mr. Kelly Charles is registering all of his
shares for sale. If a trading market ever is developed and Mr. Charles registers
all of his shares for sale in this registered offering, he will be subject to
limitations of Rule 144, including its volume limitations in the sale of his
shares. The timing of such sales and the price at which the shares are sold by
the selling securityholder could have an adverse effect upon the public market
for the common stock, should one develop.

We may depend upon suppliers with whom we have no contracts, who could compete
against us and who could increase the prices for their goods and services.

We will attempt to secure contracts travel suppliers, sporting goods suppliers,
rental car agencies, and luggage distributors. Any or all of these entities may
refuse to enter into written contracts with us to supply goods and services.
Without a contract, we have no assurance that the goods and services provided or
fees charged to us by these suppliers will remain constant. In the event we
cannot obtain a contract with a supplier, we will need to determine whether it
is in our best interest to continue the business relationship without a contract
or to seek another supplier. If we do not have a contract with a supplier, we
will attempt to establish relationships with as many suppliers in the same
industry as possible in order to protect us against a particular supplier's
price increases or termination of its relationship with us. We cannot assure you
that our suppliers will not: compete directly with us; enter into exclusive
arrangements with our competitors; or stop selling their products or components
to us at commercially reasonable prices, or at all.

Limited experience of management

The management has limited experience in relation to the internet and computer
industry. There is no guarantee that management will have the ability to be
successful in starting and managing an onging business. Because of the lack of
experience of management there is a possibility you may lose your entire
investment. In addition, all decisions with respect to the management of
Info-Quote will be made exclusively by the officers and directors of the
Company. Investors will only have rights associated with minority ownership
interest rights to make decision which effect Info-Quote . The success of
Info-Quote , to a large extent, will depend on the quality of the directors and
officers Info-Quote can attract. Accordingly, no person should invest in the
Shares unless he is willing to entrust all aspects of the management to the
officers and directors of Info-Quote. At present Info-Quote does not have ley
man life insurance. If a catastrophic event were to occur to either officer or
director of Info-Quote it will have an adverse effect on it's business.

Limited prior operations.

The Company has no revenues from its operations, and has no assets. There can be
no assurance that Info-Quote will generate significant revenues in the future;
and there can be no assurance that Info-Quote will operate at a profitable
level. See "Description of Business." If the Company is unable to obtain
customers and generate sufficient revenues so that it can profitably operate,
Info-Quote 's business will not succeed. In such event, investors in the Shares
may lose their entire cash investment.

Dependence on the internet/marketing industries

The Company's business is influenced by the rate of use and expansion in the
internet/marketing industries. Although this industry has been expanding at a
rapid rate in recent years, there is no guarantee that it will continue to do so
in the future. Declines in these industries may have an adverse effect on the
revenues of Info-Quote and could cause you to lose your entire investment

Influence of other external factors.

Info-Quote is a speculative venture necessarily involving some substantial risk.
There is no certainty that the expenditures to be made by Info-Quote will result
in commercially profitable business. The marketability will be affected by
numerous factors beyond the control of Info-Quote . These factors include market
fluctuations, and the general state of the economy (including the rate of
inflation, and local economic conditions), which can affect peoples'
discretionary spending. Factors which leave less money in the hands of potential
clients of Info-Quote would have an adverse effect on our business. When
consumers have less disposable income they tend to purchase less and travel less
and for a shorter period of time. The exact effect of these factors cannot be
accurately predicted, but the combination of these factors may result in
Info-Quote, not receiving an adequate return on invested capital and not
generate any revenues therefore causing the possibility of you losing your
entire investment.

Regulatory factors.

Existing and possible future consumer legislation, regulations and actions could
cause additional expense, capital expenditures, restrictions and delays in the
activities undertaken in connection with the business, the extent of which
cannot be predicted.

Competition.

Info-Quote may experience substantial competition in its efforts to locate and
attract clients. Many competitors in the industry such as Travelocity.com, and
Expedia.com , have greater experience, resources, and managerial capabilities
than Info-Quote and may be in a better position than Info-Quote to obtain access
to attractive clientele. In light of the larger competitors and the greater
resources which gives them the ability to provide marketing, personnel and
obtain constant contracts with suppliers there is a possibility that it will
have an adverse effect on the business of Info-Quote. There is no guarantee that
Info-Quote can obtain the necessary clients in order to sustain operations.

Use of proceeds not specific.

The proceeds of this offering have been allocated only generally. Proceeds from
the offering have been allocated generally to legal and accounting, and working
capital. Accordingly, investors will entrust their funds with management in
whose judgment investors may depend, with only limited information about
management's specific intentions with respect to a significant amount of the
proceeds of this offering. See "Use of Proceeds."

Lack of diversification.

The size of Info-Quote makes it unlikely that Info-Quote will be able to commit
its funds to diversify the business until it has a proven track record, and
Info-Quote may not be able to achieve the same level of diversification as
larger entities engaged in this type of business. Relying on one main focus of
business could cause Info-Quote to cease operations if it cannot attain a
suffincient client base.

Non cumulative voting

Holders of the Shares are not entitled to accumulate their votes for the
election of directors or otherwise. Accordingly, the holders of a majority of
the Shares present at a meeting of shareholders will be able to elect all of the
directors of Info-Quote , and the minority shareholders will not be able to
elect a representative to Info-Quote 's board of directors.

Absence of cash dividends

The Board of Directors does not anticipate paying cash dividends on the Shares
for the foreseeable future and intends to retain any future earnings to finance
the growth of the Company's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements, and the general
operating and financial condition of Info-Quote , and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

Conflicts of interest.

The officers and directors may have other interests to which they devote
substantial time, either individually or through partnerships and corporations
in which they have an interest, hold an office, or serve on boards of directors,
and each will continue to do so notwithstanding the fact that management time
may be necessary to the business of Info-Quote. As a result, certain conflicts
of interest may exist between Info-Quote. and its officers and/or directors
which may not be susceptible to resolution.

Mr. Charles is currently the President and owner of Swan Consulting dba.
providing general business consulting to businesses in the Las Vegas area.
Initially, Mr. Charles will spend approximately 50% of his time on the business
of Info-Quote Service, Inc. until which time it will be financially feasible to
devote 100% of his time to the business of Info-Quote service, Inc.

Mr. De Joya, the Chief Ifnancial Officer, Treasure and Director is a partner
with the accounting firm LL Baradford of Las Vegas and is the financial
operations principal for Delmar Financial a Las Vegas based broker dealer
licensed for private placements and real estate syndication. Arthur is involved
as the CFO andTreasurer and will be responsible for preparing all financial
records and all funds in the treasury on an as needed basin depending on the
amount of accounting management that is needed.

In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved only through exercise by
the directors of such judgment as is consistent with their fiduciary duties to
Info-Quote. It is the intention of management, so as to minimize any potential
conflicts of interest, to present first to the Board of Directors to
Info-Quote., any proposed investments for its evaluation.

Our independent auditor has expressed doubts about our ability to continue as
a going concern

We are a Development Stage Company as defined in Financial Accounting Standards
Board Statement No. 7. We are devoting substantially all of our present efforts
in establishing a new business and, although planned principal operations have
commenced, there have been no significant revenues. Our plans regarding the
matters which raise doubts about our ability to continue as a going concern are
disclosed in Notes to the financial statements. These factors raise substantial
doubt about our ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Investment valuation determined by the board of directors.

Info-Quote 's Board of Directors is responsible for valuation of Info-Quote 's
investments. There are a wide range of values which are reasonable for an
investment for the Company's services. Although the Board of Directors can adopt
several methods for an accurate evaluation, ultimately the determination of fair
value involves subjective judgment not capable of substantiation by auditing
standards. Accordingly, in some instances it may not be possible to substantiate
by auditing standards the value of Info-Quote 's investments. Info-Quote 's
Board of Directors will serve as the valuation committee, responsible for
valuing each of the Company's investments. In connection with any future
distributions which Info-Quote may make, the value of the securities received by
investors as determined by the Board may not be the actual value that the
investors would be able to obtain even if they sought to sell such securities
immediately after a distribution. In addition, the value of the distribution may
decrease or increase significantly subsequent to the distributee shareholders'
receipt thereof, notwithstanding the accuracy of the Board's evaluation.

Additional financing may be required

Even if all of the 312,500 Shares offered to the public are sold, the funds
available to Info-Quote may not be adequate for it to be competitive in the
areas in which it intends to operate. See "Plan of Distribution." There is no
assurance that additional funds will be available from any source when needed by
Info-Quote for expansion; and, if not available, Info-Quote may not be able to
expand its operation as rapidly as it could if such financing were available.
The proceeds from this offering are expected to be sufficient for Info-Quote to
develop and market it's line of services. Additional financing could possibly
come in the form of debt/preferred stock. If additional shares were issued to
obtain financing, investors in this offering would suffer a dilutive effect on
their percentage of stock ownership in Info-Quote. However, the book value of
their shares would not be diluted, provided additional shares are sold at a
price greater than that paid by investors in this offering. Info-Quote does not
anticipate having within the next 12 months any cash flow or liquidity problems

Purchases by affiliates.

Certain officers, directors, principal shareholders and affiliates may purchase,
for investment purposes, a portion of the Shares offered hereby, which could,
upon conversion, increase the percentage of the Shares owned by such persons.
The purchases by these control persons may make it possible for the Offering to
meet the minimum amount.

No assurance shares will be sold.

The 312,500 Shares being offered to the public are to be offered directly by
Info-Quote , and no individual, firm, or corporation has agreed to purchase or
take down any of the shares. No assurance can be given that any or all of the
Shares will be sold.

Arbitrary offering price.

The offering price of the Shares bears no relation to book value, assets or
earnings. They have been arbitrarily determined by the officers of Info-Quote .
There can be no assurance that the Shares will maintain values commensurate with
the offering price. See "Determination of Offering Price."

"Best efforts" offering

The Shares are offered by Info-Quote Service, Inc. on a "best efforts" basis,
and no individual, firm or corporation has agreed to purchase or take down any
of the offered Shares. No assurance can be given that any or all of the Shares
will be sold. All proceeds from the offering will be available for use as soon
as funds are received In the event that the minimum of $35,000 is not received
within one hundred twenty (120) days of the effective date of this Prospectus,
the offer will be extended for another 120 days.

A public market may not develop for Info-Quote's common stock

A public trading market for the Info-Quote's common stock may not
develop or if developed may not be sustained. Furthermore, if for any reason the
common stock is not listed on the OTC Bulletin Board maintained by Nasdaq or a
public trading market does not otherwise develop, purchasers of the shares may
have difficulty selling their common stock should they desire to do so.

Shares eligible for future sale

All of the Shares which are held by management have been issued in reliance on
the private placement exemption under the Securities Act of 1933, as amended
("Act"). Such Shares will not be available for sale in the open market without
separate registration except in reliance upon Rule 144 under the Act. In
general, under Rule 144 a person (or persons whose shares are aggregated) who
has beneficially owned shares acquired in a nonpublic transaction for at least
on year, including persons who may be deemed Affiliates of Info-Quote Service,
Inc. (as that term is defined under the Act) would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of common stock, or the average weekly reported
trading volume on all national securities exchanges and through NASDAQ during
the four calendar weeks preceding such sale, provided that certain current
public information is then available. If a substantial number of the Shares
owned by management were sold pursuant to Rule 144 or a registered offering, the
market price of the Common Stock could be adversely affected.

USE OF PROCEEDS

Following the issuance of the minimum of 109,375 Shares or a maximum of 312,500
of common stock offered for sale by Info-Quote to the public, this will
represent net proceeds to Info-Quote of approximately $20,050 (after deducting
certain expenses of this offering) and $85,500 maximum. These proceeds will be
used to provide capital for the further development of the web-site, allow
Info-Quote to develop strategic alliances and provide working capital and manage
liquidity needs.

The following table sets forth the use of proceeds from this offering (based on
the minimum and maximum offering amounts):

<TABLE>

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

Use of Proceeds Amount Percent Percent

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

Transfer Agent Fee $1,000 2.85% .01%
------------------------------- ---------------- --------------- --------------
------------------------------- ---------------- --------------- --------------

Printing Costs $1,000 2.85% .01%
------------------------------- ---------------- --------------- --------------
------------------------------- ---------------- --------------- --------------

Legal Fees $10,000 28.57% 10%
------------------------------- ---------------- --------------- --------------
------------------------------- ---------------- --------------- --------------

Accounting Fees $2,500 7.14% 10%
------------------------------- ---------------- --------------- --------------
------------------------------- ---------------- --------------- --------------

Web Site Development $10,000 28.57% 2.5%
------------------------------- ---------------- --------------- --------------
------------------------------- ---------------- --------------- --------------

Working Capital $10,500 30% 85.5%
------------------------------- ---------------- --------------- --------------
------------------------------- ---------------- --------------- --------------

Total $35,000 100% 100%
------------------------------- ---------------- --------------- --------------

</TABLE>

Management anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting balances
will be retained and used for general working capital purposes are allocated
according to the discretion of the Board of Directors. Conversely, to the extent
that such expenditures require the utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from other sources, including,
but not limited to, general working capital and/or external financing. The net
proceeds of this offering that are not expended immediately may be deposited in
interest or non-interest bearing accounts, or invested in government
obligations, certificates of deposit, commercial paper, money market mutual
funds, or similar investments.

Each person desiring to be issued Shares must complete, execute, acknowledge,
and deliver to the Company the subscription agreement documents. By executing
these documents, the subscriber is agreeing that such subscriber will be, a
shareholder in Info-Quote and will be otherwise bound by the articles of
incorporation and the bylaws of Info-Quote in the form attached to this
Prospectus.

Opportunity to make inquiries.

The Company will make available to each Offeree, prior to any sale of the
Shares, the opportunity to ask questions and receive answers from Info-Quote
Service, Inc. concerning any aspect of the investment and to obtain any
additional information contained in this Memorandum, to the extent that
Info-Quote Service, Inc. possesses such information or can acquire it without
unreasonable effort or expense.

Subscription Procedures.

Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to the Company a Subscription Agreement, which will
contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and bear
the risk of an investment in the Company. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement it is
accepted by the Info-Quote, such a subscriber will be considered a shareholder
in Info-Quote Service Inc.

Promptly upon receipt of subscription documents by Info-Quote Service, Inc., it
will make a determination within 5 business days as to whether a prospective
investor will be accepted as a shareholder in Info-Quote Service, Inc.
Info-Quote Service, Inc. may reject a subscriber's Subscription Agreement for
any reason. Subscriptions will be rejected for failure to conform to the
requirements of this Prospectus (such as failure to follow the proper
subscription procedure), insufficient documentation, over subscription to
Info-Quote Service, Inc., or such other reasons other as Info-Quote Service,
Inc. determines to be in its' best interest. If a subscription is rejected, in
whole or in part, the subscription funds, or portion thereof, will be promptly
returned to the prospective investor without interest by depositing a check
(payable to said investor) in the amount of said funds in the United States
mail, certified returned-receipt requested. Subscriptions may not be revoked,
canceled, or terminated by the subscriber, except as provided herein.

DETERMINATION OF OFFERING PRICE

The offering price is not based upon Info-Quote 's net worth, total asset value,
or any other objective measure of value based upon accounting measurements.

DILUTION

Our net tangible book value as of December 31, 1999 was $416.00 or .00005 per
share. Our net Tangible book value per share is determined by subtracting the
total amount of our liabilities from the total amount of tangible assets and
dividing by the amount of shares outstanding before the offering.

The adjusted pro forma book net tangible book value after this offering will be
$0.0092 based on an assumed initial public offering price of $0.32 per share.
Therefore, purchasers of shares of common stock in this offering will realize
immediate dilution of $0.319 cents per share or over 99.6% of their investment.
The following table illustrates dilution:

<TABLE>

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Assumed initial public offering price per share............................................. $0.32

Net tangible book value per share as of December 31, 1999............................ $0.00005

Increase in net tangible book value per share attributable to new investors............ $0.00915

Pro forma net tangible book value per share after this offering.......................... $0.0092

Dilution per share to new investors......................................................... $0.319
</TABLE>

The following table presents the following data as of December 31, 1999 and
assumes an offering price of $0.32 per share for our new investors:

o the average price per share paid before deducting estimated underwriting
fees and our estimated offering expenses; and

o the average price per share when the stock was issued for payment.

Shares of

Common Consideration Average Price
Stock Per Share

Acquired Amount Percent

Existing shareholders.................... 9,000,00 $3,000 .03% $.001

New Investors............................ 312,500 $100,000 97% $.32
------- -------- --- ----

Totals...................................... 9,312,50 103,000 100% 100%

</TABLE>

PLAN OF DISTRIBUTION

The shares of common stock covered by this Offering are being offered directly
by our President Kelly Charles. We have not employed the services of an
underwriter to market the shares.

We will market the shares to individuals generally known to Info-Quote primarily
in the state of Nevada. A prospective subscriber will receive by mail an
effective SB-2 and will be contacted by telephone or in person after the
prospective investor has had the opportunity to review the prospectus.

Info-Quote namely its President will offer a minimum of 109,375 and a maximum of
312,500 Shares of its common stock, par value $.001 per Share to the public on a
"Best Efforts" basis. The minimum purchase required of an investor is $1,000.00.
There can be no assurance that any of these Shares will be sold. The gross
proceeds to Info-Quote will be $100,000 if all the Shares offered are sold. No
commissions or other fees will be paid, to Mr. Charles directly or indirectly by
Info-Quote in relation to this offering. Our President will not sell any shares
registered by him in this offering until the minimum amount of 109,375 shares
are sold. After the minimum amount of shares are sold Mr. Charles may elect to
sell his shares. At that time, if conducted in a private transaction, Info-Quote
will inform prospective investors that he or she may be purchasing our
Prresident's shares and that the proceeds may not go directly to Info-Qote.

Arthur De Joya is the Chief Financial Officer and Treasurer and also is the
financial operations principal for Del Mar Financial, a Las Vegas based
broker/dealer licensed to conduct private placements and real estate
syndications. Del Mar Financial will not be participating in this offering.

These securities are offered by Info-Quote subject to prior sale and to approval
of certain legal matters by counsel.

Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to Info-Quote a Subscription Agreement, which will
contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and bear
the risk of an investment in Info-Quote. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement is
accepted, such a subscriber will be deemed, a shareholder of Info-Quote Service,
Inc

Promptly upon receipt of subscription documents by Info-Quote, it will make a
determination within 5 business days as to whether a prospective investor will
be accepted as a shareholder in Info-Quote. Info-Quote may reject a subscriber's
Subscription Agreement for any reason. Subscriptions will be rejected for
failure to conform to the requirements of this Prospectus (such as failure to
follow the proper subscription procedure), insufficient documentation, over
subscription to Info-Quote, or such other reasons other as Info-Quote determines
to be in its' best interest. If a subscription is rejected, in whole or in part,
the subscription funds, or portion thereof, will be promptly returned to the
prospective investor without interest by depositing a check (payable to said
investor) in the amount of said funds in the United States mail, certified
returned-receipt requested. Subscriptions may not be revoked, canceled, or
terminated by the subscriber, except as provided herein.

Limited Public Market for Company's Securities.

Prior to the Offering, there has been no public market for the Shares being
offered. There can be no assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering prices. The
market price of the Shares may be affected significantly by factors such as
announcements by Info-Quote or its competitors, variations in Info-Quote 's
results of operations, and market conditions in the retail, electron commerce,
and internet industries in general. The market price may also be affected by
movements in prices of stock in general. As a result of these factors,
purchasers of the Shares offered hereby may not be able to liquidate an
investment in the Shares readily or at all.

Penny Stock Regulations.

The Company's Shares will be quoted on the "Electronic Bulletin Board"
maintained by the National Quotation Bureau, Inc., which reports quotations by
brokers or dealers making a market in particular securities. In view of the fact
that no broker will be involved in the Offering, it is likely to be difficult to
find a broker who is willing to make an active market in the stock. The
Securities and Exchange Commission (the "Commission") has adopted regulations
which generally define "penny stock" to be any equity security that has a market
price less than $5.00 per share. Info-Quote 's shares will become subject to
rules that impose additional sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse). For transactions
covered by these rules, broker-dealers must make a special suitability
determination for the purpose of such securities and must have received the
purchaser's written consent to the transaction prior to the purchase.

Additionally, for any transaction effected involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both the
broker-- dealer and the registered representative, and current quotations for
the securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker-dealers to sell Info-Quote 's Shares and may affect the
ability of purchasers in the Offering to sell the Company's securities in the
secondary market. There is no assurance that a market will develop for
Info-Quote 's Shares.

LEGAL PROCEEDINGS

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

DIRECTORS, EXECUTIVE OFFICERS

AND CONTROL PERSONS

The names, ages, and respective positions of the directors, officers, and
significant employees of Info-Quote are set forth below. There are no other
persons which can be classified as a controlling person of Info-Quote .

Kelly Charles- President

Kelly Charles, Age 35, is in charge of negotiating contracts with travel
agencies, travel wholesalers and retail outlets.

Prior to being elected President and Chairman of Info-Quote Service, Inc., Kelly
acted in the capacity of business consultant to Group IMS from August 1997 to
August 1999 and was the Chief Financial Officer, Secretary/Treasurer and Member
of the Board of Directors of Temple Summit Financial Projects Inc. from
September of 1994 to November of 1998. Temple Summit Financial Projects Inc. is
a development-stage mining company located in Las Vegas, Nevada.

Before becoming involved with Temple Summit Financial Projects, Inc. Kelly was a
United States Marine serving as a Marine Embassy Guard in Berne, Switzerland.
Kelly graduated with a bachelor of Science in Business Administration with a
major in Managerial Finance from the University of Nevada, Las Vegas in 1994.

Arthur de Joya- Treasurer, Chief Financial Officer, Director

Arthur is in charge of all financial record keeping and financial statement
preparation. Arthur is also in charge of all Treasurer duties for Info-Quote .

Arthur is the newest member of the management team. Arthur brings credentials of
a CPA designation and has been employed with LL Bradford CPAs of Las Vegas,
Nevada. Prior to LL Bradford Arthur was an accountant at the big 6 accounting
firm of KPMG Peat Marwick.

Mr. De Joya received his B.S./B.A. from the University of Nevada, Las Vegas and
is a Certified Public Accountant licensed in the State of California and Nevada.
He is a member of the American Institute of Certified Public Accountants, and
Nevada Society of Certified Public Accountants. Mr. de Joya also serves as a
financial operations principal for Delmar Financial. Delmar Financial is a Las
Vegas based broker/dealer licensed to conduct private placements and real estate
syndications.

Lance Bradford, CPA - Director

Lance Bradford is the managing partner for L.L. Bradford & Company, which he
founded in 1991. Previously, Mr. Bradford's experience was with Ernst & Young in
the Reno/Sacramento area.

Mr. Bradford serves as a director for Sunderland Corp. a publicly traded
mortgage company that trades on the OTC Bulletin Board under the symbol DLMA and
several non-profit organizations.

He received a B.S. in B.A. from the University of Nevada, Reno and is a
Certified Public Accountant licensed in the State of Nevada.

He is a member of the Nevada Society of Certified Public Accountants and
American Institute of Certified Public Accountants.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

.The following table sets forth, as of December 31, 2000 the outstanding Shares
of common stock of Info-Quote owned of record or beneficially by each person who
owned of record, or was known by Info-Quote to own beneficially, more than 5% of
Info-Quote 's Common Stock, and the name and share holdings of each officer and
director and all officers an directors as a group:

<TABLE>
<S> <C> <C> <C> <C>
- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------
Title of Name and Address of Beneficial Owner Amount and Nature of Percent of Percent of Class
Class Beneficial Owner Class before After Offering
Offering

- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------
- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------
Kelly Charles

Common 87 Sea Holly Way 9,000,000 100% 98.7%
Henderson, NV. 89014
- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------
</TABLE>

SELLING SECURITYHOLDERS

Info-Quote is registering for offer and sale shares of its common stock held by
it's President, Kelly Char;es. The selling securityholder may offer his shares
for sale on a continuous or delayed basis pursuant to Rule 415 under the 1933
Act. SEE "RISK FACTORS--Additional Shares Entering Public Market without
Additional Capital Pursuant to Rule 144" and the "Selling Securityholder May
sell his shares only after the minimum amount of 109,375 shares sold has been
reached."

Subsequent to the effective date of this prospectus, Info-Quote intends to apply
for quotation on the OTC Bulletin Board which is maintained by Nasdaq for its
common stock; however, there can be no assurance that the common stock will be
accepted for quotation thereon. SEE "RISK FACTORS--No Current Trading Market for
Info-Quote 's Securities" and "DESCRIPTION OF SECURITIES--Admission to Quotation
to Nasdaq SmallCap Market and Bulletin Board"

All of the shares registered herein will become tradeable on the effective date
of this prospectus.

The following table sets forth the beneficial ownership of the shares held by
each person who is the selling securityholder.

<TABLE>
<S> <C> <C> <C> <C>
Percent Percent
of Class of Class

Title of Class Name and Address of Amount of Shares to be before before
Beneficial Owner Registered Offering Offering

Kelly Charles
87 Sea Holly Way

Common Henderson, NV. 89014 9,000,000 100% 0%
</TABLE>

In the event the selling securityholder receives payment for the sale of his
shares, Info-Quote will not receive any of the proceeds from such sales.
Info-Quote is bearing all expenses in connection with the registration of the
shares for the selling securityholder.

The shares owned by the selling securityholder are being registered pursuant to
Rule 415 of the General Rules and Regulations of the Securities and Exchange
Commission, which Rule pertains to delayed and continuous offerings and sales of
securities. In regard to the shares offered under Rule 415, Info-Quote has given
certain undertakings in Part II of the Registration statement of which this
prospectus is a part which, in general, commit Info-Quote to keep this
prospectus current during any period in which offers or sales are made pursuant
to Rule 415.

DESCRIPTION OF SECURITIES

General Description

The securities being offered are shares of common stock. The Articles of
Incorporation authorize the issuance of 100,000,000 shares of common stock, with
a par value of $0.001. The holders of the Shares: (a) have equal ratable rights
to dividends from funds legally available therefore, when, as, and if declared
by the Board of Directors of Info-Quote ; (b) are entitled to share ratably in
all of the assets of the Company available for distribution upon winding up of
the affairs of Info-Quote ; (c) do not have preemptive subscription or
conversion rights and there are no redemption or sinking fund applicable
thereto; and (d) are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of shareholders. These
securities do not have any of the following rights: (a) cumulative or special
voting rights; (b) preemptive rights to purchase in new issues of Shares; (c)
preference as to dividends or interest; (d) preference upon liquidation; or (e)
any other special rights or preferences. In addition, the Shares are not
convertible into any other security. There are no restrictions on dividends
under any loan other financing arrangements or otherwise. See a copy of the
Articles of Incorporation, and amendments thereto, and Bylaws of Info-Quote ,
attached as Exhibit 3.1, Exhibit 3.2, and Exhibit 3.3, respectively, to this
Form SB-2.

Non-Cumulative Voting.

The holders of Shares of Common Stock of Info-Quote do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose. In such event, the holders of the remaining
Shares will not be able to elect any of Info-Quote 's directors.

Dividends.

The Company does not currently intend to pay cash dividends. Info-Quote 's
proposed dividend policy is to make distributions of its revenues to its
stockholders when Info-Quote 's Board of Directors deems such distributions
appropriate. Because Info-Quote does not intend to make cash distributions,
potential shareholders would need to sell their shares to realize a return on
their investment. There can be no assurances of the projected values of the
shares, nor can there be any guarantees of the success of Info-Quote .

A distribution of revenues will be made only when, in the judgment of Info-Quote
's Board of Directors, it is in the best interest of Info-Quote 's stockholders
to do so. The Board of Directors will review, among other things, the investment
quality and marketability of the securities considered for distribution; the
impact of a distribution of the investee's securities on its customers, joint
venture associates, management contracts, other investors, financial
institutions, and the company's internal management, plus the tax consequences
and the market effects of an initial or broader distribution of such securities.

Possible Anti-Takeover Effects of Authorized but Unissued Stock.

Upon the completion of this Offering, assuming the maximum offering of 312,500
is sold, Info-Quote 's authorized but unissued capital stock will consist of
90,687,500 shares of common stock. One effect of the existence of authorized but
unissued capital stock may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of Info-Quote by means
of a merger, tender offer, proxy contest, or otherwise, and thereby to protect
the continuity of the Company's management. If, in the due exercise of its
fiduciary obligations, for example, the Board of Directors were to determine
that a takeover proposal was not in the Company's best interests, such shares
could be issued by the Board of Directors without stockholder approval in one or
more private placements or other transactions that might prevent, or render more
difficult or costly, completion of the takeover transaction by diluting the
voting or other rights of the proposed acquirer or insurgent stockholder or
stockholder group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent Board
of Directors, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise.

Transfer Agent.

The Company has engaged the services of Nevada Agency and Trust Company of Reno,
Nevada to act as transfer agent and registrar.

INTEREST OF NAMED EXPERTS AND COUNSEL

No named expert or counsel was hired on a contingent basis, will receive a
direct or indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the small
business issuer.

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

No director of Info-Quote will have personal liability to Info-Quote or any of
its stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any such director since provisions have been
made in the Articles of Incorporation limiting such liability. The foregoing
provisions shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to Info-Quote or its stockholders, (ii)
for acts or omissions not in good faith or, which involve intentional misconduct
or a knowing violation of law, (iii) under applicable Sections of the Nevada
Revised Statutes, (iv) the payment of dividends in violation of Section 78.300
of the Nevada Revised Statutes or, (v) for any transaction from which the
director derived an improper personal benefit.

The By-laws provide for indemnification of the directors, officers, and
employees of Info-Quote in most cases for any liability suffered by them or
arising out of their activities as directors, officers, and employees of
Info-Quote if they were not engaged in willful misfeasance or malfeasance in the
performance of his or her duties; provided that in the event of a settlement the
indemnification will apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the Corporation.
The Bylaws, therefore, limit the liability of directors to the maximum extent
permitted by Nevada law (Section 78.751).

The officers and directors of Info-Quote are accountable to Info-Quote as
fiduciaries, which means they are required to exercise good faith and fairness
in all dealings affecting Info-Quote . In the event that a shareholder believes
the officers and/or directors have violated their fiduciary duties to the
Company, the shareholder may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce the shareholder's
rights, including rights under certain federal and state securities laws and
regulations to recover damages from and require an accounting by management..
Shareholders who have suffered losses in connection with the purchase or sale of
their interest in Info-Quote in connection with such sale or purchase, including
the misapplication by any such officer or director of the proceeds from the sale
of these securities, may be able to recover such losses from Info-Quote .

The registrant undertakes the following:

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

INFO-QUOTE

History and Organization

Info-Quote Service, Inc., formerly known as Group IMS, (the "Company") was
organized as a Nevada corporation in August 1997. In August 1999 the name was
changed to Info-Quote Service, Inc.. As a result of the reorganization, Cort W.
Christie, president of Group IMS, resigned, and the board of directors elected
Mr. Kelly Charles as the President and Chairman of the Board of Directors. Mr.
Charles had been acting as a consultant to Group IMS since it's inception in
August of 1997. As of this date, Group IMS had not been a successful operation
and had not been able to move forward with the plan of business. There has been
no revenues and limited operations as of this date. Its principal office is
currently located at 2915 West Charleston Boulevard, Suite # 7, Las Vegas,
Nevada 89102. The telephone number is (702) 383-6520. The fax number is (702)
870-7358.

THE BUSINESS

Info-Quote Service, Inc. was initially incorporated in August 1997 by Cort W.
Christie as Group IMS in an attempt to provide internet access and service to
the city of Las Vegas, Nevada. Mr. Christie continually attempted to formulate
capital by meeting with certain parties claiming they could raise capital for
operations, purchasing equipment and hiring personnel. Mr. Christie. after many
attempts eventually abandoned his plan of business in August 1999 because of the
inability to procure the capital needed. Mr. Christie did not devote 100% of his
time to the former company. Mr. Charles who is now the President of the
reorganized company named Info-Quote Service, Inc., consulted Mr. Christie
concerning general business maters while he was employed by Temple Summit
Financial Projects as the Secretary/Treasurer a development stage minerals
extraction company publicly traded on the OTC Bulletin Board under the symbol
TSFP. Mr. Charles was paid 9,000,000 shares of common stock at a per share price
of $0.001 for his fees of $9,000 accrued from August 1997 to August 1999 in
preformance of consulting services to Mr. Christie. In august 1999 the shares
were issued to the current President when Mr. Charles took control of Group IMS
and changed it's name to Info-Quote Service, Inc.

As a result of Mr. Charles being elected President the focus of the company was
changed to market travel packages, provide an online retail store, display
travel specials, and provide a forum for users to correspond with each other on
message boards. It is now the goal of Info-Quote Service, Inc. to provide this
service in a way that the Internet has never seen before. We realize that there
are other competitors in the same field. Info-Quote Service, Inc. has a distinct
advantage in this area because we will offer a one stop shop where customers can
purchase travel packages, purchase the items needed while on vacation such as
clothing , sporting equipment and will still have a travel agent to contact
should anything go wrong.

Travel Packages

Info-Quote Service, Inc. plans to market this program to travel agencies
throughout the United States. It will allow each travel agency to post travel
packages that are being offered through their individual offices. This program
will allow each prospective travel agency to gain nationwide and world-wide
exposure. Using this type of travel package will allow the travel package
purchaser an opportunity to deal with a real person on the other end. While on
any type of vacation the purchaser will be able to contact a travel agent should
there be any problem. Info-Quote Service, Inc. will take a yearly fee from each
travel agent that signs up for the program.

Travel Village

The travel village will be just that. It will host a number of different
products that will be needed while on a vacation. Info-Quote Service, Inc. will
establish relationships with retail outlets that carry the types of products
needed. The products that will be featured are sporting goods, from golf clubs
to ski equipment. The travel village will also feature other retail products
such as clothing and luggage needed for a vacation. Info-Quote Service, Inc.
will also receive a fee from every item sold through the travel store.

Travel Chat

Travel chat is going to be an online chat forum for people to ask questions
about different travel packages as well as chat about items or travel packages
purchased in the past. The travel chat forum will afford Info-Quote Service,
Inc. direct feedback from customers and will allow us to improve in areas where
needed.

Internet and E-commerce Marketing

The Internet has become the latest, hottest, fastest growing medium for
communication and advertising. Current estimates are that the Internet is
growing at a rate of 20% percent a month, and that there are currently over 60
million Internet users worldwide. Over 40% of all US households are estimated to
now have a PC, with up to 30% of those owners using the Internet on a regular
basis. The Internet's pace of growth accelerates each month. It is spreading
faster than cable television, VCRs, cellular phones, and fax machines --- faster
than any telecommunication product in history. Current projections indicate that
by the year 2000, 187 million host computers will be connected to an Internet
constituting 4.1 million networks dispersed around the globe.

Info-Quote Service, Inc. plans to capitalize and effectively use the ever-
growing internet e-commerce to reach consumers where traditional marketing has
missed. Info-Quote Service, Inc. plans to create a travel village that will
provide a listing of all Info-Quote Service, Inc. travel agency network members.
The user simply picks the travel agency of choice and the location, phone
number, and contact name will appear on screen. Again, it's as simple as
point-and-click!

Advertising and E-Commerce

An important strategy to Info-Quote 's overall growth includes advertising and
e-commerce revenues, which Info-Quote believes are increasingly important to its
growth and success. Info-Quote will actively seek to establish a wide variety of
relationships with advertising and e-commerce partners in order to grow and
diversify its businesses revenues and to provide consumers accessing the
Info-Quote Service, Inc. web-site access to a broad selection of competitively
priced, easy-to-order travel packages, products and services. Info-Quote will
offer its prospective partners a variety of customized programs, which may
include guaranteed numbers of impressions (internet traffic hits) and select
sponsorship of particular online areas for a designated time period. As
merchants recognize the value in reaching the Company's large internet traffic
through its internet web-sites, Info-Quote Service, Inc. will have the ability
to earn additional revenues by offering selected merchants exclusive rights to
market particular goods or services within Info-Quote 's internet web-site.
Info-Quote Service, Inc. will provide its internet e-commerce partners certain
marketing and promotional opportunities and in return seek cash payments, in the
form of yearly fees, the opportunity for revenue sharing, competitive pricing
and online conveniences for internet users. Info-Quote will seek to offer these
relationships across the United States and abroad.

Market

Offering electronic commerce is a key to increasing Web site traffic. According
to a 1998 study by Media Metrix, Inc. and Internet Profiles Corp. it was found
that sites which sold products or services via the Web last year grew the
fastest, with unique visits and individual page views shooting up 500%. The
study found that the average Web site now receives 250,000 page requests per
130% growth. Another study by Media Metrix also shows the rapid growth of
Internet commerce reaching over $1 Trillion in 2002.

Competition

As it stands today, Info-Quote Service, Inc. offers a unique service by
providing that a one stop travel store. For instance, there are web sites that
offer online shopping, yet there are no web sites that offer all areas of travel
accessories to cover every part of one's vacation plans. There are web sites
that allow users to book travel plans such as Expedia .com and Travelocity .com,
yet there are no web sites that provide users with discounted booking in all
areas of travel and from numerous suppliers. There are web sites for travel
agencies, yet there are no travel agency search engines that locate agencies in
a specific city for a specific user and provide incentives to both the agency
and the traveler for using it. Likewise there are web sites for suppliers yet
there are no web sites that are proactively promoting, decreasing costs, and
moving market share for an ever-expanding list of suppliers.

Info-Quote was formed to market travel packages, provide an online retail store,
display travel specials, and provide a forum for users to correspond with each
other on message boards. It is our goal to provide this service in a way that
the Internet has never seen before. We realize that there are other competitors
in the same field. Info-Quote Service, Inc. has a distinct advantage in this
area because we will offer a one stop shop where customers can purchase travel
packages, purchase the items needed while on vacation such as clothing ,
sporting equipment and will still have a travel agent to contact should anything
go wrong.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following financial review and analysis is intended to assist prospective
investors in understanding and evaluating the financial condition and results of
operations of Info-Quote , for the year ended December 31, 2000. This
information should be read in conjunction with the Company's Financial
Statements and accompanying notes thereto, "Selected Financial Data" and other
detailed information regarding Info-Quote appearing elsewhere in this
Prospectus.

OVERVIEW

Info-Quote Service, Inc., formerly known as Group IMS feels it is in a unique
position to offer a service not currently being offered in the manner proposed
by Info-Quote Service, Inc., Inc. We feel that our online travel store, travel
village and travel chat areas will bring together a sort of one stop shop for
the general public who is wishing to purchase a travel package. Each customer
will receive the discount of using the internet and also personal service from
the travel agent they purchase the travel package from.

The travel store will allow the prospective customer to shop for items needed
while on vacation.

The travel chat area will allow Info-Quote Service, Inc. to receive valuable
feedback concerning the services being offered.

The travel agent will also gain exposure to a larger audience because of the
increase in internet traffic.

RESULTS OF OPERATIONS:

Limited Operations

Info-Quote reported a loss of $8,546 as of the year ended December 31, 1999. Our
earnings per share was a loss of ($0.050). Info-Quote Service, Inc. has only had
limited operations and has had no revenues through December 31, 1999 since it's
incorporation as Group IMS in August 1997. As of the year ended December 31,
1999 Info_quote as been successful at locating a web design company that will be
designing the web-site for Info-Quote. Info-Quote will contract the services of
Info-Access of las Vegas, Nevada to design the complete web-site.

Capital and Liquidity

The current President Mr. Kelly Charles is currently responsible for the daily
expenses of Info-Quote which are minimal at this point because of limited
activity. Mr. Charles' primary contribution to Info-Quote has been through the
use of computer and office related equipment valued at $5,500.

Management believes that cash generated from operations is not sufficient to
provide for its capital requirements for at least the next 12 months. Info-Quote
may seek additional equity financing in the early part of 2001 through an
offering of its common stock, and contemplate that this offering, before
expenses relating to the offering, will be no less than $3 million and no more
than $5 million.

Info-Quote Service and it's management expects to secure the minimum offering
amount of $35,000 within the first 120 days of the effective date of this
offering without having to exercise the additional 120 day extension.

During the year ended December 31, 2000, there were no cash flows from operating
activities.

Info-Quote Service, Inc. had no assets other than the assets provided by our
President and does not appear to have sufficient working capital because of the
reliance on the President of the Corporation for funds.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which establishes accounting and
reporting standards for derivative instruments and hedging activities. SFAS No.
133 requires recognition of all derivative instruments in the statement of
financial position as either assets or liabilities and the measurement of
derivative instruments at fair value. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. The adoption of SFAS No. 133 is not expected to
affect the consolidated financial statements of Info-Quote .

MARKET SUMMARY

The focus and purpose is to create an effective presence on the internet through
a structured program, designed to be all encompassing for the internet that will
create more visitors to the web-site..

Info-Quote Service, Inc., is a company dedicated to assisting both travel agents
and consumers and through e-commerce expanding its presence through a blend of
traditional marketing and internet e-commerce marketing. In addition Info-Quote
will expand services to include advertising and e-commerce. The web-site will
establish an all encompassing place where travel agents can advertise their
travel packages, vendors can market their retail goods and consumers can find
discounted travel packages as well as the items needed while on a vacation.

PLAN OF OPERATION

As of the year ended December 31, 1999 Info-Quote as been successful at locating
a web design company that will be designing the web-site for Info-Quote.
Info-Quote will contract the services of Info-Access of Las Vegas, Nevada to
host and design the complete web-site. The URL of www.infoquoteservice.com has
been reserved for use by Info Access in anticipation of building the web-site.
The goal over the next 12 months is to first have the web-site completed and in
working order. While the web-site is being built Info-Quote will be contacting
travel agents, travel suppliers and retail suppliers in preparation for sales to
begin.

After suppliers are in place and the web-site is operational, Info-Quote will
start marketing Info-Quote and it's web-site by using banner sharing, allowing
other travel suppliers to advertise on our web-site, purchasing opt in e-mail
lists from information providers and paying for placement in web search engines.
Info-Quote expects the first initial revenues to come through advertising by
travel suppliers. Info-Quote expects this to occur by the summer of 2000.

We expect to search for a reputable Investment Banking firm by the year ending
December 31, 2000 to assist us with finding additional capital of at least
$3,000,000 to further assist our development.

DESCRIPTION OF PROPERTY

The Company currently owns the following property in connection with its
operations:

(a) Info-Quote currently utilizes computers and equipment owned by Mr.
Charles, the President valued at $5,500 and plans to purchase more equipment
with the proceeds of this offering. Currently Mr. Charles operates Info-Quote
Service, Inc out of his personal residence of 87 Sea Holly Way, Henderson, NV
89014.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The current President Mr. Kelly Charles is currently responsible for the daily
expenses of Info-Quote which are minimal at this point because of limited
activity to include. Mr. Charles' primary contribution to Info-Quote has been
through the use of computer and office related equipment valued at $5,500.

There were 9,000,000 shares issued to the President at the time the President
took control of Info-Quote . The shares were issued at a price of par value
$0.001 for $9,000 in consulting fees accrued since August 1997 to the former
company when it was known as Group IMS.

Mr. Charles is also the President of Swan Consulting dba. providing business
consultation to small businesses in southern Nevada. Mr. Charles will continue
to remain a bussiness consultant until at which time Info-Quote is fully funded
and can support employees.
MARKET FOR COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS.

(a) Market Information. Info-Quote 's Shares are not traded.

(b) Holders of Common Equity. As of December 31, 1999, there was 1 shareholder
of record of Info-Quote 's common stock.

(c) Dividends. Info-Quote has not declared or paid a cash dividend to
Stockholders. The Board of Directors presently intends to retain any
earnings to finance Company operations and does not expect to authorize
cash dividends in the foreseeable future. Any payment of cash dividends in
the future will depend upon Info-Quote 's earnings, capital requirements
and other factors.

EXECUTIVE COMPENSATION

(a) No officer or director of Info-Quote Service, Inc. is receiving any
remuneration at this time.
(b) There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of the corporation in the event of
retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by the corporation or any of its
subsidiaries.
(c) No remuneration is proposed to be in the future directly or indirectly by
the corporation to any officer or director under any plan which is
presently existing.
.

FINANCIAL STATEMENTS

Set forth below are the audited financial statements for the Company for
the period ended March 31, 2000. The following financial statements are attached
to this report and filed as a part thereof.

INFO-QUOTE SERVICE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999

PAGE 1 - INDEPENDENT AUDITORS' REPORT

PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1999

PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD
APRIL 22, 1997 (INCEPTION) TO
DECEMBER 31, 1999

PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM APRIL 22, 1997
(INCEPTION) TO DECEMBER 31, 1999

PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
APRIL 22, 1997 (INCEPTION) TO DECEMBER
31, 1999

PAGES 6 -8 - NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999

<PAGE>
INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying balance sheet of Info-Quote Service, Inc.
(Company) as of December 31, 1999 and the related statement of operations,
statement of stockholders' equity, and the statement of cash flows for the year
then ended December 31, 1999. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.

The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period.

The accompanying f inancial statements have been prepared assuming that the
company will continue as a going concern. The company has no operations to date
and little or no tangible assets. This is further explained in Note 4.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 1999
and the results of its operations for the year then ended in conformity with
generally accepted accounting principles.

Clyde Bailey

Certified Public Accountant

San Antonio, Texas
January 23, 2000
<PAGE>

Info-Quote Service, Inc.

(A Development Stage Enterprise)

Balance Sheet

As of December 31, 1999

ASSETS $
Current Assets: $-
Total Current Assets $-

Fixed Assets

Office Equipment 5,500

Total Other Assets $5,500
Total Assets $5,500

LIABILITIES

Current Liabilities
Accounts Payable 1,100
Total Current Liabilities $1,100
Total Liabilities $1,100

STOCKHOLDERS' EQUITY

Common Stock $9,000
100,000,000 authorized shares, par value $.001
9,000,000 shares issued and outstanding
Additional Paid in Capital $5,500
Accumulated Deficit (10,100)

Total Equity $4,400
Total Liabilities and Equity $5,500
=============
</TABLE>
<PAGE>
Info-Quote Service, Inc.

(A Development Stage Enterprise)

Statement of Operations

For the Year Ended From Inception
December 31 -December 31

1998 1999 1999
Revenues $ $ $
Total Revenues
Consulting Expenses 4,100 3,000 $ 10,100
---------------- -------------- -------------------
Total Expenses 4,100 3,000 $ 10,100
---------------- -------------- -------------------
Net Loss from Operations (4,100) (3,000) (10,100)
Income Tax Benefit 0 0 0
Net Income (Loss) (4,100) (3,000) (10,100)
================ ============== ===================
Basic and Diluted Earnings per Common Share $ (0.004) NIL $(0.001)

Weighted Average number of Common Shares used in per 936,000 - 936,000
share calculations
================ ============== ===================

</TABLE>
<PAGE>
Info-Quote Service, Inc.

(A Development Stage Enterprise)

Statement of Stockholders' Equity

As of December 31, 1999

<TABLE>
<S> <C> <C> <C> <C> <C>
$.001 Par Paid - in Accumulated Stockholders'
Shares Value Capital Deficit Equity
Balance January 1, 1998 - - - $ (3,000) $ (3,000)
Net Income (Loss) - - - $ (3,000) $ (3,000)
--------------- --------------- -------------- -------------- ----------------
Balance December 31, 1998 $ (6,000) $ (6,000)

Stock Issuance 9,000,000 9,000 9,000
Office Equipment 5,500 5,500
Net Income (Loss) (4,100) (4,100)
--------------- --------------- -------------- -------------- ----------------
Balance December 31, 1999 9,000,000 $9,000 $ 5,500 $ (10,100) $4,400
=============== =============== ============== ============== ================
</TABLE>

<PAGE>
Info-Quote Service, Inc.

(A Development Stage Enterprise)

Statement of Cash Flows

<TABLE>
<S> <C> <C>
For the Year Ended From Inception to
December 31 December 31,
1999 1998 1999
Cash Flows from Operating Activities

Net Income (Loss) $ (4,100) $ (3,000) $ (10,100)
Changes in Operating Assets and Liabilities:
Accounts Payable $ (4,900) $ 3,000 $ (1,100)
Consulting Expense (9,000)

Total Adjustments $ (9,000) $ -0- $ (10,100)
Net Cash Used in Operating Activities - - -
Cash Flows from Investing Activities
Fixed Assets -
Net Cash used in Investing Activities - - -
Cash Flows from Financing Activities:
Common Stock
Net Cash Used in Financing Activities - - -
Net Increase in Cash - - -
Cash Balance, Begin Period - - -
Cash Balance, End Period $ - $ - $ -
============= ============ ===================
</TABLE>
Supplementary Disclosures:
<TABLE>
<S> <C>
Cash paid for interest $ 0
Cash paid for income taxes $ 0
Noncash transaction - Stock issues for payable $9,000
Noncash transaction - Office Equipment $5,500
</TABLE>

<PAGE>

Info-Quote Service, Inc.

Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies

Organization

Info-Quote Serivice, Inc. ("the Company") was incorporated under the laws of the
State of Nevada on August 8, 1997 for the purpose to promote and carry on any
lawful business for which a corporation may be incorporated under the laws of
the State of Nevada. The company has a total of 100,000,000 authorized shares
with a par value of $.001 per share and with 3,000,000 shares issued and
outstanding as of December 31, 1999. On December 13, 1999, the Company filed a
Certificate of Amendment to the Articles of Incorporation with the Nevada
Corporation Commission to change the name of the Company from Group IMS, Inc. to
Info-Quote Service, Inc. and to increase the authorized capital stock to
100,000,000. The Company has been inactive since inception and has no operating
revenues or expenses.

Development Stage Enterprise

Fixed Assets

Office equipment valued at $5,500 was contributed to the company in December
1999. No depreciation was recorded in 1999, but will be depreciated over a
five year period starting in 2000

Federal Income Tax

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.

Use of Estimates

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

Accounting Method

The Company's financial statements are prepared using the
accrual method of accounting. Revenues are recognized when earned and expenses
when incurred. Fixed assets are stated at cost. Depreciation and amortization
using the straight-line method for financial reporting purposes and accelerated
methods for income tax purposes.

Info-Quote Service, Inc.

Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies (con't)

Earnings per Common Share

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.

Segments of an Enterprise and Related Information

Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.

Note 2 - Common Stock

In December of 1999, a total of 9,000,000 shares of stock were issued for
consulting services as settlement of a payable to the principal officer. A total
of $3,000 per year had been accrued in 1997, 1998, and 1999. The shares were
valued at par value ($.001) for a total of $9,000.

Info-Quote Service, Inc.

Notes to Financial Statements

Note 3 - Related Parties

The Organization has no significant related party transactions and/or
relationships any individuals or entities.

Note 4 - Going Concern

The company has no operations to date, has no tangible assets or financial
resources, and incurred losses since inception. These losses and lack of
operations raise substantial doubt about the Company's ability to continue as a
going concern.

Note 5 - Income Taxes

Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utitlizing the cash basis of accounting for tax purposes
and the accural basis for financial reporting purposes. Deffered taxes are
classified as current or noncurrent, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes. The Company's material temporary
differences consist of bad debt expenses recorded in the financial statements
that is not deductible for tax purposes and differences int he depreciation
expense calculated for financial statement purposes and tax purposes.

The net deferred tax asset or liability is composed of the following:

<TABLE>

<S> <C> <C> <C>
1999 1998 From
Inception

Total Deferred Tax Assets $ 615 $ 450 $ 1,515
Less: Valuation Allowances (615) (450) (1,515)
Net Deferred Tax Asset - - -
Total Deferred Tax Liabilities - -
Net Deferred Tax Liability - -
Less Current Portion - -

Long Term Portion $ - $ - $
</TABLE>

Note 6 - Subsequent Events

The company is in the process of filing a Form SB2 Registration Statement with
the Securities and Exchange Commission. The Form SB2 describes an offering of
312,500 shares of stock at $.32 per share for a total proposed maximum aggregate
offering price of $100,000. The funds will be used for expenses and working
capital.

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

<PAGE>

PART TWO. INFORMATION NOT REQUIRED IN PROSPECTUS

<PAGE>

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Information on this item is set forth in Prospectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Information on this item is set forth in the Prospectus under the heading "Use
of Proceeds."

RECENT SALES OF UNREGISTERED SECURITIES

Info-Quote recently issued 9,000,000 shares of restricted stock to the current
shareholders. Mr. Charles was issued 9,000,000 shares for acting in the capacity
of business consultant since the inception of Group IMS for a total value of
$9,000.00 in fees accrued over a 2 year period at a share price equal to par
value of 0.001 per share.

EXHIBITS

The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.

UNDERTAKINGS

The undersigned registrant hereby undertakes to:

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

(i) Include any prospectus required by section10(a)(3) of the
Securities Act;

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

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

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

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

(b) Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each purchaser.

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

<PAGE>

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Las
Vegas, State of Nevada on January 13, 2000

Info-Quote Service, Inc.

By:/s/ Kelly Charles
Kelly Charles
President

<PAGE>

Special Power of Attorney

The undersigned constitute and appoint Kelly Charles their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>

Signature Title Date
/s/ Kelly Charles President, Chief January 18, 2000
Kelly Charles Executive, Director
Secretary

/s/ Arthur DeJoya Chief Financial Officer, January 12, 2000
Arthur DeJoya Treasurer
Director

/s/ Lance Bradford Director January 10, 2000
Lance Bradford

</TABLE>

<PAGE>

EXHIBIT INDEX

Exhibit Description Method of
Number Filing
<S> <C> <C>
3.1 Articles of Incorporation See Below

3.2 Certificate of Amendment of Articles of See Below
Incorporation Changing Name filed with the
Nevada Secretary of State on December 31,
1999

3.3 Bylaws See Below

5.1 Opinion Re: Legality See Below

11.1 Statement of Computation of Earnings See Below

13.1 10Q Unaudited for the period 01/01/00
through 03/31/00

23.1 Consent of Counsel See Below

23.2 Consent of Accountant See Below

27.1 Financial Data Schedule See Below

</TABLE>

ARTICLES OF INCORPORATION

GROUP IMS

a Nevada corporation

I, the undersigned, being the original incoporator herein named, for
the purpose of forming a corporation under the General Corporation Laws of the
State of Nevada, to do business both within and without the State of Nevada, do
make and file these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true:

ARTICLE I

NAME

The name of the corporation is GROUP IMS.

ARTICLE II

RESIDENT AGENT & REGISTERED OFFICE

Section 2.01 Resident Agent. The name and address of the Resident Agent for
service of process is Nevada Corporate Headquarters, Inc., 5300 West Sahara,
Suite 101, Las Vegas, Nevada 89102 . The Mailing Address is P.O. Box 27740, Las
Vegas, Nevada 89126.
Section 2.02 Registered Office. The address of its Registered Office is
5300 West Sahara, Suite 101, Las Vegas, Nevada 89102.

Section 2.03 Other Offices. The Corporation may also maintain offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kinds and nature may be conducted, and meetings of directors and stockholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.

ARTICLE III

PURPOSE

The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.

ARTICLE IV

SHARES OF STOCK

Section 4.01 Number and Class. The total number of shares of authorized
captial stock of the Corporation shall consist of a single class of twenty-five
thousand (25,000) shares of common stock, no par value.

The common stock may be issued from time to time without action by the
stockholders. The common stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock in one or
more series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.

Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preferences, preemptive right, or right of
subscription to acquire any shares of of the corporation authorized, issued or
sold, or to be authorized, issued or sold, and convertible into shares of the
Corporation, nor to any right of subscription thereto, other than to the extent,
if any, the Board of Directors may determine from time to time.

Section 4.03. Non-Assessability of Shares. The Common 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 e subject to
assessment to pay the debts of the crporation, nor for any other puropse, and no
stock issued as fully paid shall ever be assessable or assessed, and the
Articles of Incorporation shall not be amended in the particular.

ARTICLE V

DIRECTORS

Section 5.01 Governing Board. The members of the Governing Board of the
Corporation shall be styled as directors. Section 5.02 Initial Board of
Directors. The initial Board of Directors shall consist of one (1) member. The
name and address of the initial member of the Board of Directors is as follows:
<TABLE>
<S> <C>

NAME ADDRESS

Cort W. Christie P.O. Box 27740
Las Vegas, Nevada 89126
</TABLE>

This individual shall serve as Director until the first annual meeting of the
stockholders or until his successor(s) shall have been elected and qualified.

Section 5.03. Change in Number of Directors. The number of directors may be
increased or decreased by a duly adopted amendment to the Bylaws of the
corporation.

ARTICLE VI

INCORPORATOR

The name and address of the incorporator is Nevada Corporate Headquarters,
Inc., P.O. Box 27740, Las Vegas, Nevada 89126.

ARTICLE VII

PERIOD OF DURATION

The corporation is to have a perpetual existence.

ARTICLE VIII

DIRECTORS' AND OFFICERS' LIABILITY

A Director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (I) acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law or (ii) the
unlawful payment of distributions. Any repeal or modification of this article by
the stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitations on the personal liability of a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.

ARTICLE IX

INDEMNITY

Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he , or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability, and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be paid in
settlement) reasonable incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiciton that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any by-laws,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.

Without limiting the application of the foregoing, the stockholders or
Board of Directors may adopt by-laws from time to time with respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase
and maintain insurance on behalf of any person who is or as a director or
officer of the corporation, or is or was serving at the request of the
corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE X

AMENDMENTS

Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.

ARTICLE XI

POWERS OF DIRECTORS

In furtherance and not in limitation of the powers conferred by statute
on te Board of Directors is expressly authorized:

(1) Subject to the Bylaws, if any, adopted by the stocholders, to make, alter,
or repeal the Bylaws of the corporation;

(2) To authorize and cause to be executed mortgages and liens, with or without
limit as to amount, upon the real and personalproperty of the corporation;

(3) To authorize the guaranty by the corporation of securities, evidences of
indebtedness and obligations of other persons, corporations and business
entities;

(4) To set apart out of any of the funds of the corporation available for
distributions a reserve or reserves for any proper purpose and to abolish
any such reserve;

(5) By resolution, to designate one or more committees, each committee to
consist of at least one director of the corporation, which, to the extent
provided in the resolution or in the Bylaws of the corporation, shall have
and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in
the Bylaws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors, and

(6) To authorize the corporation by its officers or agents to exercise all such
powers and to do all such acts and things as may be exercised or done by
the corporation, except and to the extent tht any such statute shall
require action by the stockholders of the corporation with regard to the
exercising of any such power or the doing of any such act or thing.

In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, except as otherwise provided herein and by law.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of APRIL,
1997, hereby declaring and certifying that the facts stated hereinabove are
true.

------------------------------------
Cort W. Christie
(For Nevada Headquarters, Inc.)

ACKNOWLEDGMENT

STATE OF NEVADA)
) SS:
COUNTY OF CLARK)

On this 8th day of August, 1997, personally appeared before me, a
Notary Public (or judge or other authorized person, as the case may be ), CORT
W. CHRISTIE, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the instrument.

-------------------------------
Notary Public

I, NEVADA CORPORATE HEADQUARTERS, INC., hereby accept as Resident Agent for
the previously named Corporation on August 8, 1997.

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

-----------------------------------
/s/ Adele DeWitt
Adele DeWitt

-----------------------------------
August 8, 1997

Telephone: (775) 684-5708
Fax (775) 684-5725
Web Site: http://sos.state.nv.us.gov
- --------------------------
Filing Fee:

STATE OF NEVADA

OFFICE OF THE SECRETARY OF STATE

101 N. CARSON ST., STE. 3
CARSON CITY, NEVADA 89701-4786

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

For Profit Nevada Corporations

(Pursuant to NRS 78.380 - Before Issuance of Stock)
-- Remit in Duplicate -

1. Name of Corporation GROUP IMS.

2. The articles have been amended as follows (provide article numbers, if
available): Article I. The name of the corporation is INFO-QUOTE SERVICE, INC.
and Article IV Section 4.01 is hereby amended to read as follows:

The total number of shares of authorized capital stock of the Corporation shall
consist of the following: One hundred million (100,000,000) shares of Common
stock, at a par value of .001.

The Common stock may be issued from time to time without action by the
stockholders. The Common stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.

3. The undersigned declare that they constitute at least two-thirds of the
incorporators (check) _____ or the board of directors

4. The date upon which the original articles of incorporation were filed
with the Secretary of State: 08/08/97.

5. The undersigned affirmatively declare that to the date of this
certificate, no stock of the corporation has been issued.

6. Signatures (all signatures must be acknowledged):

- -----------------------------
/s/ Maurice O Bannon
Maurice O Bannon

State of NV
County of Clark

This instrument was acknowledged before me on August 11, 1999 by Maurice O
Bannon (Name of Person) As President (as designated to sign this

Certificate) of GROUP IMS
(Name on behalf of whom instrument was excuted)

- ---------------------------------
/s/ Angela M. Kurek
Angela M. Kurek
Notary Public

BYLAWS

GROUP IMS, INC.

A Nevada Corporation

ARTICLE ONE

Stockholders

Section 1. Annual Meeting. Annual meetings of the stockholders,
commencing with the year 1997, shall be held on the 22nd day of April each year,
if not a legal holiday, and, if a legal holiday, then on the next secular day
following, or at such other time as may be set by the Board of Directors from
time to time, at which the stockholders shall elect by vote of a Board of
Directors and shall transact such other business as may properly be brought
before the meeting.

Section 2. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of a
stockholder owing a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.

Section 3. Place of Meetings. All annual meetings of the stockholders
shall be held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4. Quorum; Adjourned Meeting. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice othyer than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

Section 5. Voting. Each stockholder of record of the corporation
holding stock which is entitled to vote at this meeting shall be entitled at
each meeting of the stockholders to one vote for each share of stock standing in
his name on the books of the corporation. Upon the demand of any stockholder,
the cote for directors and the vote upon any question before the meeting shall
be by ballot.

When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall be sufficient to elect directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

Section 6. Proxies. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the secretary of the meeting. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election
who shall be appointed by the Board of Directors, or if not so appointed, then
by the presiding officer of the meeting.

Section 7. Action Without Meeting. Any action which may be taken by the
cote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action, in which case such greater proportion of written consents shall be
required.

ARTICLE II

Directors

Section 1. Management of Corporation. The business of the corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the corporation and do all such lawful acts and thins as are not by statute
or by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.

Section 2. Number, Tenure, and Qualifications. The number of directors
may from time to time be increased or decreased to not less than one nor more
than fifteen. The directors shall be elected at the annual meeting of the
stockholders and exceptas provided in Section 2 of Article, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section. Vacancies. Vacancies in the Board of Directors including those
caused by an increase in the number of director, may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, andd each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders. The holders of
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the directors by vote
at a meeting called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to
exist in ccase of the death, resignation, or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of the stockholders at which any director or directors
are elected to elect the full authorized number of directors to be voted for at
that meeting.

If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board or the stockholders shall
have power to elect a successor to take office when the resignation is to become
effective.

No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

Section 4. Annual and Regular Meetings. Regular meetings of the Board
of Directors shall be held at any place within or without the State which has
been designated from time to time by resolution of the Board or by written
consent of al members of the Board. In the absence of such designation, regular
meetings shall be held at the registered office of the corporation. Special
meetings of the Board may be held wither at a place so designated or at the
registered office.

Regular meetings of the Board of Directors may be held without call or
notice at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.

Section 5. First Meeting. The first meeting of each newly elected Board
of Directors shall be held immediately following the adjournment of the meeting
of stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum shall be present. In the event such meeting is not so held, the meeting
may be held at such time and palce as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.

Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman or the President or by any Vice-President or by any
two directors.

Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at this
address as it is shown upon the records or if such address is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company at least three (3) days
prior to the time of the holding of the meeting. In case such notice is hand
delivered as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing,
telegraphing, or delivery as above provided shall be due, legal and personal
notice to such director.

Section 7. Business of Meetings. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after 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, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

Section 8. Quorum; Adjourned Meetings. A majority of the authorized
number of directors shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in regular meeting.

A Quorum of the directors may adjourn any directors meeting to meet
again at a stated day and hour; provided, however, that in the absence of a
quorum, a majoiryt of the directors present at any directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not
be given to the absent directors if the time and place be fixed at the meeting
adjourned.

Section 9. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of at least one or more of the
directors of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed ato all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors.

Section 10. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board or
committee.

Section 11. Special Compensation. The directors may be paid their
expenses of attendance at each meeting of the Board of Directors any may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or stand-in committees may be allowed like reimbursement and
compensation for attending committee meetings.

ARTICLE III

Notices

Section 1. Notice of Meetings. Notice of meetings shall be in writing
and signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stokholder of record entitled to vote
at such meeting not less than ten (10) not more than sixty (60) days before such
meeting. If mailed, it shall be directed to a stockholder at his address as it
appears upon the records of the corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
even of the transfer of stock after delivery of such notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferree.

Section 2. Effect of Irregularly Called Meetings. Whenever all parties
entitled to vote at any meeting, whether of directors or stockholders, consent,
either by a writing on the records of the meeting or filed with the secretary,
or by presence at such meeting and oral consent entered on the minutes, or by
taking part in the deliberations at such meetin without objection, the doings of
such meeting shall be as valid as if had at a meeting regularly called and
noticed, and at such consideration of which no objetion for want of notice is
made at the time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
te right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.

Section 3. Waiver of Notice. Whenever any notice whatever is required
to be given under the provisions of the statutes of the Articles of
Incorporation or of these Bylaws, a wiaver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

ARTICLE IV

Officers

Section 1. Election. The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer,
none of whom need be directors. Any person may hold two or more offices. The
Board of Directors may appoint a Chairman of the Board, Vice-Chairman of the
Board, one or more vice presidents, assistant treasurers and assistant
secretaries.

Section 2. Chairman of the Board. The Chairman of the Board shall
preside at meetings of the sotckholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.

Section 3. Vice Chairman of the Board. The Vice-Chairman of the Board
shall, in the absence or disability of the Chairman of the Board, perform the
duties and exercise the powers of the Chairman and shall perform such other
duties as the Board of Directors may from time to time prescribe.

Section 4. President. The President shall be the chief executive
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation. In the absence of the President, the Vice President
will assume all of the President's responsibilities.

Section 5. Treasurer. The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, and account of
all his transactions as Treasurer and of the financial condition of the
corporation. In the absence of the Treasurer, the Vice President will assume all
of the Treasurer's responsibilities.

If required by the Board of Directors, he shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of al books, papers, vouchers, money and
other property of whatever kind in his possesion or under his control belonging
to the corporation.

Section 9. Assistant Treasurers. The Assistant Treasurers in the order
of their seniority unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

Section 10. Compensation. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.

Section 11. Remove; Resignation. The officers of the corporation shall
hold office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

ARTICLE V

Capital Stock

Section 1. Certificates. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate, which the corporation shall issue to represent such stock.

If a certificate is signed (1) by a transfer agent other than the
corporation or its employees or (2) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.

Section 2. Surrendered; Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificate theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroy certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall
require and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.

Section 3. Replacement Certificates. Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation, if it is
satisfied that all provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have been complied with,
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

Section 4. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for the payment of any
distribution , or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connectio with obtaining the consent of stockholders for any purpose, as
a record date for the determination of the stockholders entitled to notice of
and to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such distribution, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholders of
record on the date fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of such distribution,
or to receive such allotment of rights, or to exercise suh rights, or to give
such consent , as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.

Section 5. Registered Owner. The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and distribution, and the
corporation shall not be bound to recognize any equitable or other claim to
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, express or other notice thereof,
except as otherwise provided by the laws of Nevada.

ARTICLE VI

General Provisions

Section 1. Registered Office. The registered office of this corporation
shall be in the State of Nevada.

The corporation may also have offices at such other places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.

Section 2. Distributions. Distributions upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Distributions may be paid in cash, in property or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3. Reserves. Before payment of any distributions, there may be
set aside out of any funds of the corporation available for distributions such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the corporation or
for such other purposes as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

Section 4. Checks; Notes. All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

Section 6. Corporate Seal. The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscrived
thereon the name of the corporation and the words "Corporate Seal" and "Nevada".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

ARTICLE VII

Indemnification

Section 1. Indemnification of Officers and Director, Employees and
Other Persons. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, truest, or other enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the general corporation law of the State of Nevada from time to time
against all expenses, liability and loss, (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.

Section 2. Insurance. The Board of Directors may cause the corporation
to purchase an maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or nto the corporation would
have the power to indemnify such person.

Section 3. Further Bylaws. The Board of Directors may from time to time
adopt further Bylaws with respect to indemnification and may amend these and
such Bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.

ARTICLE VIII

Amendments

Section 1. Amendments by Stockholders. The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote for
the election of directors of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.

Section 2. Amendments by the Board of Directors. The Board of Directors
by a majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.

APPROVED AND ADOPTED this 8th day of August, 1997.

---------------------------------------
/s/ Maurice O Bannon
Maurice O Bannon

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of GROUP IMS, INC., and that
the foregoing Bylaws, consisting of 13 pages, constitute the code of Bylaws of
GROUP IMS, INC., as duly adopted at a regular meeting of the Board of Directors
of the Corporation held August, 1997.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 8th day of
August, 1997.

--------------------------------------
SECRETARY

Law Offices of

Neil J. Beller, LTD.
2345 Red Rock Street

Suite 301

Las Vegas, 89102

January 4, 2000

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Sir/Madam:

We have acted as counsel to Info-Quote Service, Inc a Nevada corporation
("Company"), in connection with its Registration Statement on Form SB-2 relating
to the registration of 9,109,375 shares of its common stock ("Shares"), $0.001
par value per Share, at a maximum offering price of $0.32 per Share.

In our representation we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation and
Bylaws of the Company.

Based upon the foregoing, it is our opinion that the Company is duly
organized and validly existing as a corporation under the laws of the State of
Nevada, and that the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Sincerely,

/s/ Neil J. Beller
Neil J. Beller, LTD.

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Item 1. Financial Statements

The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with the generally
accepted accounting principles have been omitted. However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations for
the period presented have been made. The results for interim periods are not
necessarily indicative of trends or of results to be expected for the full year.
These financial statements and notes thereto included in the Company's
registration statements and notes thereto included in the Company's registation
statement on Form 10KSB, as amended.

<PAGE>

Info-Quote Service, Inc.

(A Development Stage Enterprise)

Balance Sheet

As of December 31, 1999

<TABLE>

<S> <C> <C>
(Unaudited) (Audited)
March 31 December 31
2000 1999

ASSETS
Current Assets:
Cash in Bank 3,664

Total Current Assets 3,664 $ -

Fixed Assets
Office Equipment 5,500 5,500

Total Assets $9,164 $5,500

LIABILITIES
Current Liabilities
Accounts Payable 1,100 1,100
Total Current Liabilities 1,100 1,100

Noncurrent Liabilities 10,000 -
Note Payable 10,000

Total Liabilities 11,100 1,100

STOCKHOLDERS' EQUITY

Common Stock
100,000,000 authorized shares
par value $.001 9,000 9,000
9,000,000 shares issued
and outstanding
Paid in Surplus 5,500 5,500
Retained Earnings (16,436) (10,100)
1,936 4,400

Total Liabilities and Equity $9,146 $5,500

</TABLE>

Info-Quote Service, Inc.

(A Development Stage Enterprise)

Statement of Operations

<TABLE>

For the 3 months From Inception
ended March 31 -March 31

2000 1999 2000
Revenue $ - $ - $ -
Total Revenues - - -
---------------- -------------- -------------------
General and Administrative Expenses
---------------- -------------- -------------------
Consulting 4,150 - 14,250
Legal and Professional 1,800 - 1,800
Filing Fees 386 - 386

Total General and Administrative Expenses 6,336 - 16,436

Income (Loss) from continuing operations
before income taxes (6,336) - (16,436)

Provision for Income Taxes
Income Tax Benefit - - -
================ ============== ===================
Provision for Income Taxes - - -
Net (Loss) (6,336) - (16,436)
================ ============== ===================
Net Loss per share ($0.001) ($0.000) ($0.002)
Weighted Average Number of
Shares outstanding 9,000,000 0 9,000,000
</TABLE>

Info-Quote Service, Inc.

(A Development Stage Enterprise)

Statement of Stockholders' Equity

As of March 31, 1999

<TABLE>

<S> <C> <C> <C> <C> <C>
$.001 Par Paid - in Retained
Shares Value Capital Earning Total
Balance January 1, 2000 9,000,000 $9,000 $ 5,500 $(10,100) $4,400

--------------- --------------- -------------- -------------- ----------------
Net Income (Loss) (6,336) (6,336)

--------------- --------------- -------------- -------------- ----------------
Balance August 31, 1999 9,000,000 9,000 5,500 (16,436) 1,936
=============== =============== ============== ============== ================
</TABLE>

Info-Quote Service, Inc.

(A Development Stage Enterprise)

Statement of Cash Flows

<TABLE>

<S> <C> <C>
For the 3 months From Inception to
ended March 31 December 31,
2000 1999 1999
Cash Flows from Operating Activities

Net Income (Loss) $ (6,336) $ - $ (16,436)
Adjustments to Reconcile Excess Contributions to cash
Provided from operations
Accounts Payable 10,100
-------------------------------------------
Total Adjustments - - 10,100

Net Cash Used in Operating Activities (6,336) - (6,336)
Cash Flows from Investing Activities
Fixed Assets - - (9,500)
------------------------------------------
Net Cash used in Investing Activities - - -

Cash Flows from Financing Activities:
Increase in long-term debt 10,000 - 10,000
Common Stock - -
Paid in Capital - -
-----------------------------------------
Net Cash Used in Financing Activities 10,000 10,000

Net Increase in Cash 3,664 - 3,664

Cash Balance, Begin Period - - -

Cash Balance, End Period $ 3,664 $ - $ 3,664
============= ============ ===================
</TABLE>

Law Offices of

Neil J. Beller, LTD.
2345 Red Rock Street

Suite 301

Las Vegas, 89102

January 4, 2000

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Sir/Madam:

We have acted as counsel to Info-Quote Service, Inc., a Nevada corporation
("Company"), in connection with its Registration Statement on Form SB-2 relating
to the registration of 312,500 shares of its common stock ("Shares"), $0.001 par
value per Share, at a maximum offering price of $0.32 per Share.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Sincerely,

/s/ Neil J. Beller
Neil J. Beller, LTD.

CLYDE BAILEY P.C.
Certified Public Accountant

10924 Vance Jackson #404

San Antonio, Texas 78230

(210) 699-1287(ofc.)

(888) 699-1287 (210) 691-2911 (fax)

Member:

American Institute of CPA's

Texas Society of CPA's

March 28, 2000

I consent to the use, of my report dated January 23, 2000, in the Form SB2, on
the financial statements of Info-Quote Service, Inc., dated December 31, 1999,
included herein and to the reference made to me.

/s/ Clyde Bailey
Clyde Bailey

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet and statements of operations found on pages F-1 ex seq. of the Company's
Form SB-2 for the nine months ended September 30, 1999, and is qualified in its
entirety by reference to such financial statements.

</LEGEND>

<CIK> 0001105283
<NAME> INFO-QUOTE SERVICE, INC.

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,500
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,500
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 9000
<OTHER-SE> (4,600)
<TOTAL-LIABILITY-AND-EQUITY> 5,500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,100)
<EPS-BASIC> 0.020
<EPS-DILUTED> 0.020

</TABLE>