BRAZILIAN SERVICES COM INC, 10SB12G, 2000-03-22

BRAZILIAN SERVICES COM INC
10SB12G, 2000-03-22

Previous: TCB ENTERPRISES INC, 10SB12G, 2000-03-22

Next: ARMSTRONG HOLDINGS INC /PA/, S-4/A, 2000-03-22

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

FORM 10-SB

General Form for Registration of Securities
of Small Business Issuers

Under Section 12(b) or (g) of
the Securities Exchange Act of 1934

BRAZLIAN-INDIO SERVICES.COM, INC.
(Name of Small Business Issuer)

Oregon 93-1281442
----------------------------- -------------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporation or Organization)

7410 S.W. Oleson Rd., Ste. 325, Portland, OR 97223
(Address of Principal Executive Offices including Zip Code)

503/641-2105
(Issuer's Telephone Number)

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

Securities to be Registered Under Section 12(g)of the Act: Common Stock
$.001 Par Value
(Title of Class)

<PAGE>
PART I
ITEM 1. BUSINESS.

Brazilian-Indio Services.com, Inc. (the "Company"), was formally
incorporated on October 5, 1999, under the laws of the State of Oregon to engage
in any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental stage since
inception and has no operations to date other than issuing shares to its
original shareholders.
The Company will attempt to locate and negotiate with a business entity for
the combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful in
locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.

PERCEIVED BENEFITS

There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These are commonly thought to include the
following:
* the ability to use registered securities to make acquisitions of assets
or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options for which there may
be a market valuation;
* enhanced corporate image;
* a presence in the United States capital market.

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

* a company for which a primary purpose of becoming public is the use
of its securities forthe acquisition of assets or businesses;
* a company which is unable to find an underwriter of its securities or is
unable to find anunderwriter of securities on terms acceptable to it;
* a company which wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
* a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public;

<PAGE>
* a foreign company which may wish an initial entry into the United States
securities market;
* a special situation company, such as a company seeking a public market
to satisfy redemption requirements under a qualified Employee Stock
Option Plan;
* a company seeking one or more of the other perceived benefits of
becoming a public company.

A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.
No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.
The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so under the
Securities Exchange Act of 1934.

RISK FACTORS

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

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.
The Company has had no operating history nor any revenues or earnings from
operations. The Company has no significant assets or financial resources. The
Company will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a target company. There is no assurance that the Company can
identify such a target company and consummate such a business combination.

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

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.

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

IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION.
The Company's limited funds and the lack of full-time management will
likely make it impracticable to conduct complete and exhaustive investigation
and analysis of a target company. The decision to enter into a business
combination, therefore, will likely be made without detailed feasibility
studies, independent analysis, market surveys or similar information which, if
the Company had more funds available to it, would be desirable. The Company
will be particularly dependent in making decisions upon information provided by
the principals and advisors associated with the business entity seeking the
Company's participation.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION-NO STANDARDS FOR
BUSINESS COMBINATION.
The Company has no current arrangement, agreement or understanding with
respect to engaging in a business combination with a specific entity. There can
be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation by the Company. There is no
assurance that the Company will be able to negotiate a business combination on
terms favorable to the Company. The Company has not established a specific
length of operating history or a specified level of earnings, assets, net worth
or other criteria which it will require a target company to have achieved, or
without which the Company would not consider a business combination with such
business entity. Accordingly, the Company may enter into a business combination
with a business entity having no significant operating history, losses, limited
or no potential for immediate earnings, limited assets, negative net worth or
other negative characteristics.

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates devoting only
a limited amount of time per month to the business of the Company. The
Company's sole officer has not entered into a written employment agreement with
the Company and he is not expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on its officer and director.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of this individual would adversely affect
development of the Company's business and its likelihood of continuing
operations.

CONFLICTS OF INTEREST-GENERAL.
The Company's officer and director participates in other business ventures
which may compete directly with the Company. Additional conflicts of interest
and non-arms length transactions may also arise in the future.

Management has adopted a policy that the Company will not seek a business
combination with any entity in which any member of management serves as an
officer, director or partner, or in which they or their family members own or
hold any ownership interest. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS-Conflicts of Interest."

<PAGE>
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act")
requires companies subject thereto to provide certain information about
significant acquisitions including audited financial statements for the company
acquired covering one or two years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company. Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the Exchange Act are applicable.

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

LACK OF DIVERSIFICATION.
The Company's proposed operations, even if successful, will in all
likelihood result in the Company engaging in a business combination with only
one target company. Consequently, the Company's activities will be limited to
those engaged in by the business entity which the Company merges with or
acquires. The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.

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

PROBABLE CHANGE IN CONTROL AND MANAGEMENT.
A business combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target company obtaining a
controlling interest in the Company. Any such business combination may require
shareholders of the Company to sell or transfer all or a portion of the
Company's common stock held by them. The resulting change in control of the
Company will likely result in removal of the present officer and director of the
Company and a corresponding reduction in or elimination of his participation in
the future affairs of the Company.

<PAGE>
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
The Company's primary plan of operation is based upon a business
combination with a business entity which, in all likelihood, will result in the
Company issuing securities to shareholders of such business entity. The
issuance of previously authorized and unissued common stock of the Company would
result in reduction in percentage of shares owned by the present shareholders of
the Company and would most likely result in a change in control or management of
the Company.

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

POSSIBLE RELIANCE UPON UNAUDITED FINANCIAL STATEMENTS.
The Company will require audited financial statements from any business
entity that it proposes to acquire. No assurance can be given, however, that
audited financials will be available to the Company prior to a business
combination. In cases where audited financials are unavailable, the Company
will have to rely upon unaudited information that has not been verified by
outside auditors in making its decision to engage in a transaction with the
business entity. The lack of the type of independent verification which audited
financial statements would provide increases the risk that the Company, in
evaluating a transaction with such a target company, will not have the benefit
of full and accurate information about the financial condition and operating
history of the target company. This risk increases the prospect that a business
combination with such a business entity might prove to be an unfavorable one for
the Company.

COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000.
Many existing computer programs use only two digits to identify a year in
such program's date field. These programs were designed and developed without
consideration of the impact of the change in the century for which four digits
will be required to accurately report the date. If not corrected, many computer
applications could fail or create erroneous results by or following the year
2000 ("Year 2000 Problem"). Many of the computer programs containing such date
language problems have not been corrected by the companies or governments
operating such programs. It is impossible to predict what computer programs
will be effected, the impact any such computer disruption will have on other
industries or commerce or the severity or duration of a computer disruption.
The Company does not have operations and does not maintain computer
systems. Before the Company enters into any business combination, it may
inquire as to the status of any target company's Year 2000 Problem, the steps
such target company has taken or intends to take to correct any such problem and

<PAGE>
the probable impact on such target company of any computer disruption. However,
there can be no assurance that the Company will not enter into a business
combination with a target company that has an uncorrected Year 2000 Problem or
that any planned Year 2000 Problem corrections will be sufficient. The extent
of the Year 2000 Problem of a target company may be impossible to ascertain and
any impact on the Company will likely be impossible to predict.

ITEM 2. PLAN OF OPERATION
The Company intends to enter into a business combination with a target
company in exchange for the Company's securities. As of the initial filing date
of this Registration Statement, neither the Company's officer and director nor
any affiliate has engaged in any negotiations with any representative of any
specific entity regarding the possibility of a business combination with the
Company.
Management anticipates seeking out a target company through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in such
solicitation. Management and its affiliates will pay referral fees to
consultants and others who refer target businesses for mergers into public
companies in which management and its affiliates have an interest. Payments are
made if a business combination occurs, and may consist of cash or a portion of
the stock in the Company retained by management and its affiliates, or both.
The Company has entered into an agreement with Network Marketing Resources,
Inc. to supervise the search for target companies as potential candidates for a
business combination. Network Marketing Resources, Inc. has received common
stock of the Company in consideration of its agreement to provide such services.
Network Marketing Resources, Inc. will pay as its own expenses any costs it
incurs in supervising the search for a target company. Network Marketing
Resources, Inc. has entered and anticipates that it will enter into agreements
with other consultants to assist in locating a target company and may share
stock received by it or cash resulting from the sale of its securities with such
other consultants. Network Marketing Resources, Inc. is not authorized to enter
into any agreement binding the Company, which can only be done by action of the
Company's officer, director and shareholders, as may be required. Network
Marketing Resources, Inc. is an affiliate of the Company's management. See
"ITEM 4: SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
The Company has no full time employees. The Company's president has agreed
to allocate a portion of his time to the activities of the Company, without
compensation. The president anticipates that the business plan of the Company
can be implemented by his devoting no more than 10 hours per month to the
business affairs of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such officer.
Management is not currently involved with other blank check companies, and
may be involved in creating additional blank check companies similar to this
one. A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target company.
Management anticipates that target companies will be located for the Company

<PAGE>
and other blank check companies in chronological order of the date of formation
of such blank check companies or, in the case of blank check companies formed on
the same date, alphabetically. However, other blank check companies with which
management is or may be affiliated may differ from the Company in certain items
such as place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain blank check
company formed after the Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check company
regardless of date of formation. See "ITEM 5, DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS-Current Blank Check Companies" The Certificate of
Incorporation of the Company provides that the Company may indemnify officers
and/or directors of the Company for liabilities, which can include liabilities
arising under the securities laws. Therefore, assets of the Company could be
used or attached to satisfy any liabilities subject to such indemnification.

GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any
specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See ITEM F/S, "FINANCIAL STATEMENTS." This lack of diversification should be
considered a substantial risk to the shareholders of the Company because it will
not permit the Company to offset potential losses from one venture against gains
from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity
to use securities for acquisitions, providing liquidity for shareholders and
other factors. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
difficult and complex.

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

<PAGE>
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officer and director of the Company, who is not a
professional business analyst. In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.
The Exchange Act requires that any merger or acquisition candidate comply
with certain reporting requirements, which include providing audited financial
statements to be included in the reporting filings made under the Exchange Act.
The Company will not acquire or merge with any company for which audited
financial statements cannot be obtained at or within the required period of time
after closing of the proposed transaction.
The Company may enter into a business combination with a business entity
that desires to establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.
The Company will not restrict its search for any specific kind of business
entities, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.
Management of the Company, which in all likelihood will not be experienced
in matters relating to the business of a target company, will rely upon its own
efforts in accomplishing the business purposes of the Company. Following a
business combination the Company may benefit from the services of others in
regard to accounting, legal services, underwritings and corporate public
relations. If requested by a target company, management may recommend one or
more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to
the Company only on the condition that the services of a consultant or advisor
be continued after a merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.

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

<PAGE>
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, it will be undertaken
by the surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and the Company
is no longer considered a blank check company. The issuance of additional
securities and their potential sale into any trading market which may develop in
the Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is no
assurance.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.
With respect to negotiations with a target company, management expects to
focus on the percentage of the Company which target company shareholders would
acquire in exchange for their shareholdings in the target company. Depending
upon, among other things, the target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage of ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.
The Company will not enter into a business combination with any entity
which cannot provide audited financial statements at or within the required
period of time after closing of the proposed transaction. The Company is
subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the duty of the Company to file audited
financial statements as part of or within 60 days following the due date for
filing its Form 8-K which is required to be filed with the Securities and
Exchange Commission within15 days following the completion of the business
combination. If such audited financial statements are not available at closing,
or within time parameters necessary to insure the Company's compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target company, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of the present management of the Company.
Management has orally agreed that it will advance to the Company any
additional funds which the Company needs for operating capital and for costs in
connection with searching for or completing an acquisition or merger. Such
advances will be made without expectation of repayment. There is no minimum or
maximum amount management will advance to the Company. The Company will not
borrow any funds to make any payments to the Company's management, its
affiliates or associates.

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

UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES
As part of a business combination agreement, the Company intends to obtain
certain representations and warranties from a target company as to its conduct
following the business combination. Such representations and warranties may
include (i) the agreement of the target company to make all necessary filings
and to take all other steps necessary to remain a reporting company under the
Exchange Act (ii) imposing certain restrictions on the timing and amount of the
issuance of additional free-trading stock, including stock registered on Form
S-8 or issued pursuant to Regulation S and (iii) giving assurances of ongoing
compliance with the Securities Act, the Exchange Act, the General Rules and
Regulations of the Securities and Exchange Commission, and other applicable
laws, rules and regulations.
A prospective target company should be aware that the market price and
volume of its securities, when and if listed for secondary trading, may depend
in great measure upon the willingness and efforts of successor management to
encourage interest in the Company within the United States financial community.
The Company does not have the market support of an underwriter that would
normally follow a public offering of its securities. Initial market makers are
likely to simply post bid and asked prices and are unlikely to take positions in
the Company's securities for their own account or customers without active
encouragement and a basis for doing so. In addition, certain market makers may
take short positions in the Company's securities, which may result in a
significant pressure on their market price. The Company may consider the ability
and commitment of a target company to actively encourage interest in its
securities following a business combination in deciding whether to enter into a
transaction with such company.
A business combination with the Company separates the process of becoming a
public company from the raising of investment capital. As a result, a business
combination with Company normally will not be a beneficial transaction for a
target company whose primary reason for becoming a public company is the
immediate infusion of capital. The Company may require assurances from the
target company that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the business
combination. However, it is possible that a target company may give such
assurances in error, or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.
Prior to completion of a business combination, the Company will
generally require that it be provided with written materials regarding the
target company containing such items as a description of products, services and
company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such company and its
affiliates during relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 75 days following
completion of a business combination; and other information deemed relevant.

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

ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to acquire
any properties. The Company currently uses the offices of management at no cost
to the Company. Management has agreed to continue this arrangement until the
Company completes an acquisition or merger.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.

Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class

Network Marketing Resources, Inc. (1) 5,000,000 100%
7410 SW Oleson Rd., Ste. 325
Portland, OR 97223

Emiliano Lakota (2) 5,000,000 100%
7410 SW Oleson Rd., Ste. 325
Portland, OR 97223

(1) Mr. Lakota is the controlling shareholder, a director and officer of
Network Marketing Resources, Inc. Network Marketing Resources, Inc. serves as a
marketing and consulting company Network Marketing Resources, Inc. has agreed to
provide certain services to the Company. See "PLAN OF OPERATIONS General
Business Plan".
(2) As the controlling shareholder, a director and officer of Network
Marketing Resources, Inc., Mr. Lakota may be deemed to be a beneficial owner of
the common stock of the Company owned by Network Marketing Resources, Inc.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has one Director and Officer as follows:

Name Age Positions and Offices Held
------------------------------------------------------------------------
Emiliano Lakota 48 President, Secretary, Director

<PAGE>
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.
Mr. Lakota has limited business acumen in this arena and may employ consultants
or others who have more of an expertise, from time to time

CURRENT BLANK CHECK COMPANIES
Management is not, nor has it been, an officer, director and/or beneficial
shareholder of other blank check companies.

CONFLICTS OF INTEREST
The Company's officer and director may organize other companies of a
similar nature and with a similar purpose as the Company. Consequently, there
are potential inherent conflicts of interest in acting as an officer and
director of the Company. Insofar as the officer and director is engaged in
other business activities, management anticipates that it will devote only a
minor amount of time to the Company's affairs. The Company does not have a
right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.
A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target company.
It is anticipated that target companies will be located for the Company and
other blank check companies in chronological order of the date of formation of
such blank check companies or, in the case of blank check companies formed on
the same date, alphabetically. However, any blank check companies with which
management is, or may be, affiliated may differ from the Company in certain
items such as place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain blank check
company formed after the Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check company
regardless of date of formation. Mr. Lakota will be responsible for seeking,
evaluating, negotiating and consummating a business combination with a target
company which may result in terms providing benefits to Mr. Lakota.
Mr. Lakota is the president, director and controlling shareholder of
Network Marketing Resources, Inc., a Nevada corporation, which owns 5,000,000
shares of the Company's common stock. At the time of a business combination,
management expects that some or all of the shares of Common Stock owned by
Network Marketing Resources, Inc. will be purchased by the target company or
retired by the Company. The amount of Common Stock sold or continued to be
owned by Network Marketing Resources, Inc. cannot be determined at this time.
The terms of the business combination may include such terms as Mr. Lakota
remaining a director or officer of the Company. The terms of a business
combination may provide for a payment by cash or otherwise to Network Marketing
Resources, Inc. for the purchase or retirement of all or part of its common
stock of the Company by a target company or for services rendered incident to or
following a business combination. Mr. Lakota may benefit from such payment.
Such benefits may influence Mr. Lakota's choice of a target company.

<PAGE>
The Company may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to the Company where that
reference results in a business combination. No finder's fee of any kind will
be paid by the Company to management or promoters of the Company or to their
associates or affiliates. No loans of any type have, or will be, made by the
Company to management or promoters of the Company or to any of their associates
or affiliates.
The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management of the Company or any
affiliates or associates have any interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to the Company.
However, any attempt by shareholders to enforce a liability of management to the
Company would most likely be prohibitively expensive and time consuming.

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

ITEM 6. EXECUTIVE COMPENSATION.
The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with the
Company. However, the officer and director of the Company anticipates receiving
benefits as a beneficial shareholder of the Company and, possibly, in other
ways. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Conflicts of Interest". No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.

ITEM 7.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

Name Number of Total Shares Consideration
---- ------------------------- -------------

Network Marketing Resources, Inc. 5,000,000 $500

Emiliano Lakota is an officer, director and controlling shareholder of Network
Marketing Resources, Inc. With respect to the sales made to Network Marketing
Resources, Inc., the Company relied upon Section 4(2) of the Securities Act of
1933, as amended (the "Securities Act") and Rule 506 promulgated thereunder.

<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $.001 per share, and 5,000,000 shares of Preferred
Stock, par value $.001 per share. The following statements relating to the
capital stock set forth the material terms of the Company's securities; however,
reference is made to the more detailed provisions of, and such statements are
qualified in their entirety by reference to, the Certificate of Incorporation
and the By-laws, copies of which are filed as exhibits to this registration
statement.

COMMON STOCK
Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock do
not have cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. All of the outstanding shares of
common stock are fully paid and non-assessable. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversion or redemption rights or sinking fund provisions with respect to the
common stock.

PREFERRED STOCK
The Board of Directors is authorized to provide for the issuance of shares
of preferred stock in series and, by filing a certificate pursuant to the
applicable law of Oregon, to establish from time to time the number of shares to
be included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof without any further vote or action by the shareholders.
Any shares of preferred stock so issued would have priority over the common
stock with respect to dividend or liquidation rights. Any future issuance of
preferred stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the shareholders and
may adversely affect the voting and other rights of the holders of common stock.
At present, the Company has no plans to issue any preferred stock nor adopt any
series, preferences or other classification of preferred stock. The issuance of
shares of preferred stock, or the issuance of rights to purchase such shares,
could be used to discourage an unsolicited acquisition proposal. For instance,
the issuance of a series of preferred stock might impede a business combination
by including class voting rights that would enable the holder to block such a
transaction, or facilitate a business combination by including voting rights
that would provide a required percentage vote of the stockholders. In addition,
under certain circumstances, the issuance of preferred stock could adversely
affect the voting power of the holders of the common stock. Although the Board
of Directors is required to make any determination to issue such stock based on
its judgment as to the best interests of the stockholders of the Company, the
Board of Directors could act in a manner that would discourage an acquisition
attempt or other transaction that some, or a majority, of the stockholders might
believe to be in their best interests or in which stockholders might receive a
premium for their stock over the then market price of such stock. The Board of
Directors does not at present intend to seek stockholder approval prior to any
issuance of currently authorized stock, unless otherwise required by law or
stock exchange rules. The Company has no present plans to issue any preferred
stock.

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

TRADING OF SECURITIES IN SECONDARY MARKET
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file
reports under Sections 13 or 15(d) of the Exchange Act. Upon effectiveness of
this Registration Statement, the Company will be required to, and will, file
reports under Section 13 of the Exchange Act. As a result, sales of the
Company's common stock in the secondary market by the holders thereof may then
be made pursuant to Section 4(1) of the Securities Act (sales other than by an
issuer, underwriter or broker).
Following a business combination, a target company will normally wish to
list the Company's common stock for trading in one or more United States
markets. The target company may elect to apply for such listing immediately
following the business combination or at some later time.
In order to qualify for listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or, market
capitalization of $50,000,000 or, net income for two of the last three years of
$750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the Nasdaq
SmallCap Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.
If, after a business combination, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company's may
apply for quotation of its securities on the NASD OTC Bulletin Board. In
certain cases the Company may elect to have its securities initially quoted in
the "pink sheets" published by the National Quotation Bureau, Inc.

TRANSFER AGENT
It is anticipated that Signature Stock Transfer, Inc., Dallas, Texas will
act as transfer agent for the common stock of the Company.

GLOSSARY
"Blank Check" Company - As defined in Section 7(b)(3) of the Securities Act, a
"blank check" company is a development stage company that has no specific
business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies and is issuing "penny stock" securities as
defined in Rule 3a51-1 of the Exchange Act.
Business Combination: Normally a merger, stock-for-stock exchange or
stock-for-assets exchange between the Registrant and a target company. The
Company or The corporation whose common stock is the subject of this
Registration Statement.

<PAGE>
"Penny Stock" Security As defined in Rule 3a51-1 of the Exchange Act, a "penny
stock" security is any equity security other than a security (i) that is a
reported security (ii) that is issued by an investment company (iii) that is a
put or call issued by the Option Clearing Corporation (iv) that has a price of
$5.00 or more (except for purposes of Rule 419 of the Securities Act) (v) that
is registered on a national securities exchange (vi) that is authorized for
quotation on the Nasdaq Stock Market, unless other provisions of Rule 3a51-1 are
not satisfied, or (vii) that is issued by an issuer with (a) net tangible assets
in excess of $2,000,000, if in continuous operation for more than three years or
$5,000,000 if in operation for less than three years or (b) average revenue of
at least $6,000,000 for the last three years.

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

(A) MARKET PRICE. There is no trading market for the Company's Common Stock
at present and there has been no trading market to date. There is no assurance
that a trading market will ever develop or, if such a market does develop, that
it will continue. The Securities and Exchange Commission has adopted Rule 15g-9
which establishes the definition of a "penny stock," for purposes relevant to
the Company, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

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

<PAGE>
ITEM 2. LEGAL PROCEEDINGS.

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

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation and there are no
disagreements with the findings of its accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold securities which were not
registered as follows:

Date Name Number of Shares Consideration

October 7, 1999 Network Marketing Resources, Inc. 5,000,000 $500

Emiliano Lakota is an officer, director and the controlling shareholder of
Network Marketing Resources, Inc. With respect to the sales made to Network
Marketing Resources, Inc., the Company relied upon Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 promulgated thereunder.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Oregon provides that
a certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation contains such a provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

FINANCIAL STATEMENTS.
Set forth below are the audited financial statements for the Company for the
period ended _______________. The following financial statements are attached
to this report and filed as a part thereof.

<PAGE>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 1999

<PAGE>
<TABLE>
<CAPTION>
C O N T E N T S

<S> <C>
Independent Auditors' Report. . . . . . . . . . . F-3

Balance Sheet . . . . . . . . . . . . . . . . . . F-4

Statement of Operations . . . . . . . . . . . . . F-5

Statement of Stockholders' Equity . . . . . . . . F-6

Statement of Cash Flows . . . . . . . . . . . . . F-7

Notes to Financial Statements . . . . . . . . . . F-8
</TABLE>

<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------

To the Stockholders of
Brazilian-Indio Services.com, Inc.
(A Development Stage Company)
Portland, Oregon

We have audited the accompanying balance sheet of Brazilian-Indio Services.com,
Inc. (a development stage company) as of December 31, 1999 and the related
statements of operations, stockholders' equity (deficit) and cash flows from
inception on October 5, 1999 through December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brazialian-Indio Services.com,
Inc. (a development stage company) as of December 31, 1999 and the results of
its operations and its cash flows from inception on October 5, 1999 through
December 31, 1999 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of the uncertainty.

Jones, Jensen & Company
Salt Lake City, Utah
January 11, 2000

F-3
<PAGE>
<TABLE>
<CAPTION>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A Development Stage Company)
Balance Sheet

ASSETS
------

<S> <C>
December 31,
1999
---------------

CURRENT ASSETS

Cash held by related party $500
---------------

Total Current Assets 500
---------------

TOTAL ASSETS $500
---------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES

Accounts payable $ -
---------------

Total Current Liabilities -
---------------

STOCKHOLDERS' EQUITY

Preferred stock, $0.001 par value, 5,000,000 shares authorized;
-0- shares issued and outstanding -
Common stock, $0.001 par value, 50,000,000 shares authorized;
5,000,000 shares issued and outstanding 5,000
Deficit accumulated during the development stage (4,500)
---------------

Total Stockholders' Equity 500
---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $500
===============
</TABLE>

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

F-4
<PAGE>
<TABLE>
<CAPTION>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A Development Stage Company)
Statement of Operations

<S> <C>
From
Inception on
October 5,
1999 Through
December 31,
1999
---------------
REVENUES $ -

EXPENSES

General and administrative 4,500
---------------

Total Expenses 4,500
---------------

(LOSS) FROM OPERATIONS (4,500)

INCOME TAX EXPENSE -
---------------

NET (LOSS) $ (4,500)
===============

BASIC (LOSS) PER SHARE $ (0.00)
===============
</TABLE>

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

F-5
<PAGE>
<TABLE>
<CAPTION>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A Development Stage Company)
Statement of Stockholders' Equity

Deficit
Accumulated
Preferred Stock Common Stock During the
---------------- ------------- Development
Shares Amount Shares Amount Stage
------ ------- --------- ------- -----------
<S> <C> <C> <C> <C> <C>

Balance at inception on
October 5, 1999 - $ - - $ - $ -

Issuance of common capital stock
for cash, services and expenses
paid on behalf of the Company
at $0.001 per share -
October 6, 1999 - - 5,000,000 5,000 -

Net loss from inception on
October 5, 1999 through
December 31, 1999 - - - - (4,500)
------ ------- --------- ------- --------
Balance, December 31, 1999 - $ - 5,000,000 $ 5,000 $(4,500)
====== ======= ========= ======= ========
</TABLE>

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

F-6
<PAGE>
<TABLE>
<CAPTION>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A Development Stage Company)
Statement of Cash Flows

From
Inception on
October 5,
1999 Through
December 31,
1999
--------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (4,500)
Adjustments to reconcile net loss to net cash (used) by
operating activities:
Common stock issued for services and expenses paid
on behalf of the Company 4,500
--------------

Net Cash Provided (Used) by Operating Activities -
--------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:

Common stock issued for cash 500
--------------

Net Cash Provided by Financing Activities 500
--------------

NET INCREASE IN CASH 500

CASH AT BEGINNING OF PERIOD -
--------------

CASH AT END OF PERIOD $ 500
==============

CASH PAID FOR:

Interest expense $ -
Income taxes $ -
</TABLE>

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

F-7
<PAGE>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999

NOTE 1 - NATURE OF ORGANIZATION

The financial statements presented are those of Brazian-Indio
Services.com, Inc. (a development stage company) (the Company). The
Company was organized under the laws of the State of Oregon on
October 5, 1999. The Company was organized to seek potential
business opportunities or merge with an existing operating company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
b. Basic Loss Per Share

The computation of basic loss per share of common stock is based on
the weighted average number of shares outstanding during the period
of the financial statements (see Note 5).

c. 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 of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.

d. Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.

e. Revenue Recognition Policy

The Company will develop its revenue recognition policies when
planned principle operations commence.

f. Income Taxes

As of December 31, 1999, the Company had a net operating loss
carryforward for federal income tax purposes of $4,500 that may be
used in future years to offset taxable income. The net operating
loss carryforward will expire in 2019. The tax benefit of the
cumulative carryforwards has been offset by a valuation allowance of
the same amount.

F-8
<PAGE>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant operations to date, nor does it have an
established source of revenues sufficient to allow it to continue as
a going concern. It is the intent of the Company to seek a merger
with an existing operating company. In the interim, the president
and principal shareholders of the Company have committed to meeting
the Company's minimal operating expenses.

NOTE 4 - RELATED PARTY TRANSACTIONS

An officer of the Company paid expenses on behalf of the Company and
performed services in the amount of $4,500 to incorporate the
Company.

The Company issued 5,000,000 shares of its common stock to Network
Marketing Resources, Inc., a company controlled by the sole officer
and director of the Company.

A consultant to the Company is holding the $500 it received for the
issuance of its common stock in an account on the Company's behalf.

NOTE 5 - BASIC LOSS PER SHARE

The following is an illustration of the reconciliation of the
numerators and denominators of the basic loss per share calculation:

<TABLE>
<CAPTION>
From
Inception on
October 5,
1999 Through
December 31,
1999
--------------
<S> <C>
Net loss (numerator) $ (4,500)
--------------

Weighted average shares outstanding (denominator) 4,957,265
--------------

Basic loss per share $ (0.00)
==============
</TABLE>

F-9
<PAGE>
BRAZILIAN-INDIO SERVICES.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999

NOTE 6 - ISSUANCE OF STOCK

During October 1999, the Company issued 5,000,000 shares of its
previously authorized but unissued common stock for cash of $500,
services of $4,450 and expenses paid on behalf of the Company of $50
(or $0.001 per share) to a related party.

F-10
<PAGE>
SIGNATURES

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

Brazilian-Indio Services.com, Inc.

By: /s/ Emiliano Lakota
Director and President

<PAGE>

ARTICLES OF INCORPORATION
OF
BRAZILIAN-INDIO SERVICES.COM, INC.

FIRST. The name of the Company shall be BRAZILIAN-INDIO.COM, INC.

SECOND. The resident agent and registered office located within the State
of Oregon is:

Emiliano Lakota
7410 SW Oleson Rd., #325
Portland, OR 97223

THIRD. The purpose for which this corporation is formed is for the purpose
of transacting any lawful business, or promoting or conducting any legitimate
object or purpose, under and subject to the laws of the State of Oregon.

FOURTH. The stock of the corporation is divide into two classes: (1)
Common Stock in the amount of Fifty Million (50,000,000) shares having par value
of $0.001 each; and (2) Preferred Stock in the amount of (5,000,000) shares
having a par value of $0.001 each. The Board of Directors shall have the
authority, by resolution or resolutions, (1) to divide the Preferred Stock into
more than one class of stock or more than one series of any class; (2) to
establish and fix the distinguishing designation of each such series and the
number of shares thereof, which number, by like action of the Board of
Directors, from time to time thereafter, may be increased, except when otherwise
provided by the Board of Directors in creating such series, or may be decreased,
but not below the number of shares thereof then outstanding; and (3) within the
limitations of applicable law of the State of Nevada or as otherwise set forth
in this Article, to fix and determine the relative voting powers, designations,
preferences, limitations, restrictions and relative rights of the various
classes or stock or series thereof and the qualifications, limitations or
restrictions such rights of each series so established prior to the issuance
thereof. There shall be no cumulative voting by shareholders.

<PAGE>
FIFTH. The corporation, by action of its directors, and without action by
its shareholders, may purchase its own shares in accordance with the provisions
of the Oregon Revised Statutes. Such purchases may be made either in the open
marker or at a public or private sale, in such manner and amounts, from such
holder or holders of outstanding shares of the corporation and at such prices as
the directors shall from time to time determine.
SIXTH, No holder of shares of the corporation of any class, as such, shall
have any preemptive right to purchase or subscribe for shares of the
corporation, of any class, whether now or hereafter authorized.

SEVENTH. The Board of Directors shall consist of no fewer than one member
and no more than seven members. The initial Board of Directors will consist of
the following member(s) (with their address indicated) as follows:

Emiliano Lakota
7410 SW Oleson Rd., #325
Portland, OR 97223

EIGHTH. No officer or director shall be personally liable to the
corporation or its shareholders for money damages except as provided pursuant to
the Oregon Revised Statutes.

NINTH. The name and address of the Incorporator of the corporation is as
follows:

Emiliano Lakota
7410 SW Oleson Rd., #325
Portland, OR 97223

IN WITNESS WHEREOF these Articles of Incorporation are hereby executed this
24th day of September, 1999.

BRAZILIAN-INDIO SERVICES.COM, INC.

_____________________________________
Emiliano Lakota
Incorporator

<PAGE>
ARTICLES OF INCORPORATION
OF
BRAZILIAN-INDIO SERVICES.COM, INC.

FIRST. The name of the Company shall be BRAZILIAN-INDIO.COM, INC.

SECOND. The resident agent and registered office located within the State
of Oregon is:

Emiliano Lakota
7410 SW Oleson Rd., #325
Portland, OR 97223

FIFTH. The corporation, by action of its directors, and without action by
its shareholders, may purchase its own shares in accordance with the provisions
of the Oregon Revised Statutes. Such purchases may be made either in the open
marker or at a public or private sale, in such manner and amounts, from such
holder or holders of outstanding shares of the corporation and at such prices as
the directors shall from time to time determine.

SIXTH, No holder of shares of the corporation of any class, as such, shall
have any preemptive right to purchase or subscribe for shares of the
corporation, of any class, whether now or hereafter authorized.

<PAGE>
Emiliano Lakota
7410 SW Oleson Rd., #325
Portland, OR 97223

EIGHTH. No officer or director shall be personally liable to the
corporation or its shareholders for money damages except as provided pursuant to
the Oregon Revised Statutes.

NINTH. The name and address of the Incorporator of the corporation is as
follows:

Emiliano Lakota
7410 SW Oleson Rd., #325
Portland, OR 97223

IN WITNESS WHEREOF these Articles of Incorporation are hereby executed this
___ day of September, 1999.

BRAZILIAN-INDIO SERVICES.COM, INC.

_____________________________________
Emiliano Lakota
Incorporator

<PAGE>
NOTARIZATION OF SIGNATURE OF THE INCORPORATOR

State of Oregon )
)
County of _____________ )

On this _____ day of September,1999 before me, ______________, a notary public,
personally appeared Emiliano Lakota who is personally known to me to be the
person whose name is subscribed to this instrument and who has acknowledged that
he/she executed the same as the Incorporator of Brazilian-Indio Services.com,
-----------------------------
Inc.
- ----

S ______________________________________
E NOTARY PUBLIC
A
L ______________________________________
MY COMMISSION EXPIRES

<PAGE>

BYLAWS
FOR THE REGULATION, EXCEPT AS OTHERWISE
PROVIDED BY STATUTE OR ITS ARTICLES OF INCORPORATION,
OF
Brazlian-Indio Services.com, Inc.

ARTICLE 1
OFFICES

SECTION 1.01 -- PRINCIPAL AND REGISTERED OFFICE.
----------------------------------

The principal and registered office for the transaction of the business of the
Corporation is hereby fixed and located at: 711 S. Carson St., Carson City,
Nevada, 89701. Corporation may have such other offices, either within or
without the State of Nevada as the Corporation's board of directors (the "Board)
may designate or as the business of the Corporation may require from time to
time.

SECTION 1.02 -- OTHER OFFICES.
--------------

Branch or subordinate offices may at any time be established by the Board at any
place or places wherein the Corporation is qualified to do business.

ARTICLE 2
MEETINGS OF SHAREHOLDERS

SECTION 2.01 -- MEETING PLACE.
--------------

All annual meetings of shareholders and all other meetings of shareholders shall
be held either at the principal office or at any other place within or without
the State of Nevada which may be designated either by the Board, pursuant to
authority hereinafter granted, or by the written consent of all shareholders
entitled to vote thereat, given either before or after the meeting and filed
with the secretary of the Corporation.

SECTION 2.02 -- ANNUAL MEETINGS.
----------------

A. The annual meetings of shareholders shall be held on the anniversary date of
the date of incorporation at the hour of 12:00 o'clock p.m., commencing with the
year 2000, provided, however, that should the day of the annual meeting fall
upon a legal holiday, then any such annual meeting of shareholders shall be held
at the same time and place on the next business day thereafter which is not a
legal holiday.

<PAGE>
B. Written notice of each annual meeting signed by the president or vice
president, or the secretary, or an assistant secretary, or by such other person
or persons as the Board may designate, shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the Corporation or given by him to the Corporation for
the purpose of notice. If a shareholder gives no address, notice shall be
deemed to have been given to him if sent by mail or other means of written
communication addressed to the place where the principal office of the
Corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be sent to each shareholder entitled thereto, or published, not
less than ten (10) nor more than sixty (60) days before each annual meeting, and
shall specify the place, the day and the hour of such meeting, and shall also
state the purpose or purposes for which the meeting is called.

C. Failure to hold the annual meeting shall not constitute dissolution or
forfeiture of the Corporation, and a special meeting of the shareholders may
take the place thereof.

SECTION 2.03 -- SPECIAL MEETINGS.
-----------------

Special meetings of the shareholders, for any purpose or purposes whatsoever,
may be called at any time by the president or by the Board, or by one or more
shareholders holding not less that ten percent (10%) of the voting power of the
Corporation. Except in special cases where other express provision is made by
statute, notice of such special meetings shall be given in the same manner as
for annual meetings of shareholders. Notices of any special meeting shall
specify in addition to the place, day and hour of such meeting, the purpose or
purposes for which the meeting is called.

SECTION 2.04 -- ADJOURNED MEETINGS AND NOTICE THEREOF.
-----------------------------------------

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

B. When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Otherwise, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned
meeting, other than by announcement at the meeting at which such adjournment is
taken.

SECTION 2.05 -- ENTRY OF NOTICE.
-----------------

Whenever any shareholder entitled to vote has been absent from any meeting of
shareholders, whether annual or special, an entry in the minutes to the effect
that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such meeting was given to such shareholder, as
required by law and these bylaws.

SECTION 2.06 -- VOTING.
------

At all annual and special meetings of shareholders, each shareholder entitled to
vote thereat shall have one vote for each share of stock so held and represented
at such meetings, either in person or by written proxy, unless the Corporation's
articles of incorporation ("Articles") provide otherwise, in which event, the
voting rights, powers and privileges prescribed in the Articles shall prevail.
Voting for directors and, upon demand of any shareholder, upon any question at
any meeting, shall be by ballot. If a quorum is present at a meeting of the
shareholders, the vote of a majority of the shares represented at such meeting
shall be sufficient to bind the corporation, unless otherwise provided by law or
the Articles.

SECTION 2.07 -- QUORUM.
------

The presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting shall constitute a quorum for the transaction of
business. The shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.

<PAGE>
SECTION 2.08 -- CONSENT OF ABSENTEES.
----------------------

The transactions of any meeting of shareholders, either annual or special,
however called and notice given thereof, shall be as valid as though done at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before of after the meeting, each of the
shareholders entitled to vote, not present in person or by proxy, sign a written
Waiver of Notice, or a consent to the holding of such meeting, or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of such meeting.

SECTION 2.09 -- PROXIES.
-------

Every person entitled to vote or execute consents shall have the right to do so
either in person or by an agent or agents authorized by a written proxy executed
by such person or his duly authorized agent and filed with the secretary of the
Corporation; provided however, that no such proxy shall be valid after the
expiration of eleven (11) months from the date of its execution, unless the
shareholder executing it specifies therein the length of time for which such
proxy is to continue in force, which in no case shall exceed seven (7) years
from the date of its execution.

SECTION 2.10 -- SHAREHOLDER ACTION WITHOUT A MEETING.
----------------------------------------

Any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if a written consent thereto is signed by
shareholders holding at least a majority of the voting power, except that if a
different proportion of voting power is required for such an action at a
meeting, then that proportion of written consents is required. In no instance
where action is authorized by this written consent need a meeting of
shareholders be called or notice given. The written consent must be filed with
the proceedings of the shareholders.

ARTICLE 3
BOARD OF DIRECTORS

SECTION 3.01 -- POWERS.
------

Subject to the limitations of the Articles, these bylaws, and the provisions of
Nevada corporate law as to action to be authorized or approved by the
shareholders, and subject to the duties of directors as prescribed by these
bylaws, all corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be controlled by, the
Board. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
following powers:

A. To select and remove all the other officers, agents and employees of the
Corporation, prescribe such powers and duties for them as are not inconsistent
with law, with the Articles, or these bylaws, fix their compensation, and
require from them security for faithful service.

B. To conduct, manage and control the affairs and business of the Corporation,
and to make such rules and regulations therefore not inconsistent with the law,
the Articles, or these bylaws, as they may deem best.

<PAGE>
C. To change the principal office for the transaction of the business if such
change becomes necessary or useful; to fix and locate from time to time one or
more subsidiary offices of the Corporation within or without the State of
Nevada, as provided in Section 1.02 of Article 1 hereof; to designate any place
within or without the State of Nevada for the holding of any shareholders'
meeting or meetings; and to adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times comply with
the provisions of law.

D. To authorize the issuance of shares of stock of the Corporation from time to
time, upon such terms as may be lawful, in consideration of money paid, labor
done or services actually rendered, debts or securities canceled, or tangible or
intangible property actually received, or in the case of shares issued as a
dividend, against amounts transferred from surplus to stated capital.

E. To borrow money and incur indebtedness for the purposes of the Corporation,
and to cause to be executed and delivered therefore, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecation or other evidences of debt and securities therefore.

F. To appoint an executive committee and other committees and to delegate to
the executive committee any of the powers and authority of the Board in
management of the business and affairs of the Corporation, except the power to
declare dividends and to adopt, amend or repeal bylaws. The executive committee
shall be composed of one or more directors.

SECTION 3.02 -- NUMBER AND QUALIFICATION OF DIRECTORS.
-----------------------------------------

The authorized number of directors of the Corporation shall not be less than one
(1) nor more than twelve (12).

SECTION 3.03 -- ELECTION AND TERM OF OFFICE.
-------------------------------

The directors shall be elected at each annual meeting of shareholders, but if
any such annual meeting is not held, or the directors are not elected thereat,
the directors may be elected at any special meeting of shareholders. All
directors shall hold office until their respective successors are elected.

SECTION 3.04 -- VACANCIES.
---------

A. Vacancies in the Board may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected or appointed shall hold office until his successor is
elected at an annual or a special meeting of the shareholders.

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

C. The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors.

D. No reduction of the authorized number of directors shall have the effect of
removing any director unless also authorized by a vote of the shareholders.

<PAGE>
ARTICLE 4
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4.01 -- PLACE OF MEETINGS.
-------------------

Regular meetings of the Board shall be held at any place within or without the
State of Nevada which has been designated from time to time by resolution of the
Board or by written consent of all members of the Board. In the absence of such
designation, regular meetings shall be held at the principal office of the
Corporation. Special meetings of the Board may be held either at a place so
designated, or at the principal office. Failure to hold an annual meeting of
the Board shall not constitute forfeiture or dissolution of the Corporation.

SECTION 4.02 -- ORGANIZATION MEETING.
---------------------

Immediately following each annual meeting of shareholders, the Board shall hold
a regular meeting for the purpose of organization, election of officers, and the
transaction of other business. Notice of such meeting is hereby dispensed with.

SECTION 4.03 -- OTHER REGULAR MEETINGS.
------------------------

Other regular meetings of the Board shall be held, whether monthly or
quarterly or by some other schedule, at a day and time as set by the president;
provided however, that should the day of the meeting fall upon a legal holiday,
then such meeting shall be held at the same time on the next business day
thereafter which is not a legal holiday. Notice of all such regular meetings of
the Board is hereby required.

SECTION 4.04 -- SPECIAL MEETINGS.
-----------------

A. Special meetings of the Board may be called at any time for any purpose or
purposes by the president, or, if he is absent or unable or refuses to act, by
any vice president or by any two directors.

B. Written notice of the time and place of special meetings shall be delivered
personally to each director or sent to each director by mail (including
overnight delivery services such as, "Federal Express") or telegraph, charges
prepaid, addressed to him at his address as it is shown upon the records of the
Corporation, or if it is not shown upon such records or is not readily
ascertainable, at the place in which the regular meetings of the directors are
normally held. No such notice is valid unless delivered to the director to whom
it was addressed at least twenty-four (24) hours prior to the time of the
holding of the meeting. However, such mailing, telegraphing, or delivery as
above provided herein shall constitute prima facie evidence that such director
received proper and timely notice.

SECTION 4.05 -- NOTICE OF ADJOURNMENT.
-----------------------

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

SECTION 4.06 -- WAIVER OF NOTICE.
------------------

<PAGE>
The transactions of any meeting of the Board, however called and noticed or
wherever held, shall be as valid as though a meeting had been 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 sign 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 4.07 -- QUORUM.
------

If the Corporation has only one director, then the presence of that one director
constitutes a quorum. If the Corporation has only two directors, then the
presence of both such directors is necessary to constitute a quorum. If the
Corporation has three or more directors, then a majority of those directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. A director may be present at a
meeting either in person or by telephone. 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, unless a greater number be
required by law or by the Articles.

SECTION 4.08 -- ADJOURNMENT.
-----------

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
majority of the directors present at any directors' meeting, either regular or
special, may adjourn such meeting only until the time fixed for the next regular
meeting of the Board.

SECTION 4.09 -- FEES AND COMPENSATION.
-----------------------

Directors shall not receive any stated salary for their services as directors,
but by resolution of the Board, a fixed fee, with or without expenses of
attendance, may be allowed for attendance at each meeting. Nothing stated
herein shall be construed to preclude any director from serving the Corporation
in any other capacity as an officer, agent, employee, or otherwise, and
receiving compensation therefore.

SECTION 4.10 -- ACTION WITHOUT A MEETING.
---------------------------

Any action required or permitted to be taken at a meeting of the Board, or a
committee thereof, may be taken without a meeting if, before or after the
action, a written consent thereto is signed by all the members of the Board or
of the committee. The written consent must be filed with the proceedings of the
Board or committee.

ARTICLE 5
OFFICERS

SECTION 5.01 -- EXECUTIVE OFFICERS.
-------------------

The executive officers of the Corporation shall be a president, a secretary, and
a treasurer/chief financial officer. The corporation may also have, at the
direction of the Board, a chairman of the Board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and such
other officers as may be appointed in accordance with the provisions of Section
5.03 of this Article. Officers other than the president and the chairman of the
board need not be directors. Any one person may hold two or more offices,
unless otherwise prohibited by the Articles or by law.

SECTION 5.02 -- APPOINTMENT.
-----------

The officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Sections 5.03 and 5.05 of this Article, shall
be appointed by the Board, and each shall hold his office until he resigns or is
removed or otherwise disqualified to serve, or his successor is appointed and
qualified.

<PAGE>
SECTION 5.03 -- SUBORDINATE OFFICERS.
---------------------

The Board may appoint such other officers as the business of the Corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the Board may from
time to time determine.

SECTION 5.04 -- REMOVAL AND RESIGNATION.
-------------------------

A. Any officer may be removed, either with or without cause, by a majority of
the directors at the time in office, at any regular or special meeting of the
Board.

B. Any officer may resign at any time by giving written notice to the Board or
to the president or secretary. Any such resignation shall take effect on the
date such notice is received or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 5.05 -- VACANCIES.
---------

A vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in these bylaws for
regular appointments to such office.

SECTION 5.06 -- CHAIRMAN OF THE BOARD.
------------------------

The Chairman of the Board, if there be such an officer, shall, if present,
preside at all meetings of the Board, and exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board or
prescribed by these bylaws.

SECTION 5.07 -- PRESIDENT.
---------

Subject to such supervisory powers, if any, as may be given by the Board to the
Chairman of the Board (if there be such an officer), the president shall be the
chief executive officer of the Corporation and shall, subject to the control of
the Board, have general supervision, direction and control of the business and
officers of the Corporation. He shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board. He shall be an ex-officio member of all the
standing committees, including the executive committee, if any, and shall have
the general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the Board or these bylaws.

SECTION 5.08 -- VICE PRESIDENT.
---------------

In the absence or disability of the president, the vice presidents, in order of
their rank as fixed by the Board, or if not ranked, the vice president
designated by the Board, shall perform all the duties of the president and when
so acting shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board or these bylaws.

SECTION 5.09 -- SECRETARY.
---------

<PAGE>
A. The secretary shall keep, or cause to be kept, at the principal office or
such other place as the Board may direct, a book of (i) minutes of all meetings
of directors and shareholders, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those present and absent at directors' meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings
thereof; and (ii) any waivers, consents, or approvals authorized to be given by
law or these bylaws.

B. The secretary shall keep, or cause to be kept, at the principal office, a
share register, or a duplicate share register, showing (i) the name of each
shareholder and his or her address; (ii) the number and class or classes of
shares held by each, and the number and date of certificates issued for the
same; and (iii) the number and date of cancellation of every certificate
surrendered for cancellation.

C. The secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the Board required by these bylaws or by law to be
given, and he shall keep the seal of the Corporation, if any, in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board or these bylaws.

SECTION 5.10 -- TREASURER/CHIEF FINANCIAL OFFICER.
-----------------------------------

A. The treasurer/chief financial officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all times
be open to inspection by any director.

B. The treasurer/chief financial officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board. He shall disburse the funds of
the Corporation as may be ordered by the Board, shall render to the president
and directors, whenever they request it, an account of all of his transactions
as treasurer and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board or these bylaws.

ARTICLE 6
MISCELLANEOUS

SECTION 6.01 -- RECORD DATE AND CLOSING STOCK BOOKS.
----------------------------------------

The Board may fix a time in the future, for the payment of any dividend or
distribution, or for the allotment of rights, or when any change or conversion
or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of and to vote at any such
meeting, or entitled to receive any such dividend or distribution, or any such
allotment of rights, or to exercise the rights in respect to any such change,
conversion or exchange of shares, and in such case only shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such
meetings, or to receive such dividend, distribution or allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date fixed as herein set
forth. The Board may close the books of the Corporation against transfers of
shares during the whole, or any part, of any such period.

<PAGE>
SECTION 6.02 -- INSPECTION OF CORPORATE RECORDS.
----------------------------------

The share register or duplicate share register, the books of account, and
records of proceedings of the shareholders and directors shall be open to
inspection upon the written demand of any shareholder or the holder of a voting
trust certificate, at any reasonable time, and for a purpose reasonably related
to his interests as a shareholder or as the holder of a voting trust
certificate, and shall be exhibited at any time when required by the demand of
ten percent (10%) of the shares represented at any shareholders' meeting. Such
inspection may be made in person or by an agent or attorney, and shall include
the right to make extracts. Demand of inspection other than at a shareholders'
meeting shall be made in writing upon the president, secretary, or assistant
secretary, and shall state the reason for which inspection is requested.

SECTION 6.03 -- CHECKS, DRAFTS, ETC.
---------------------

All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board.

SECTION 6.04 -- ANNUAL REPORT.
--------------

The Board shall cause to be sent to the shareholders not later than one hundred
twenty (120) days after the close of the fiscal or calendar year an annual
report.

SECTION 6.05 -- CONTRACTS: HOW EXECUTED.
-------------------------

The Board, except as otherwise provided in these bylaws, may authorize any
officer, officers, agent, or agents, to enter into any contract, deed or lease,
or execute any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances; and unless so
authorized by the Board, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or render it liable for any purpose or for any amount.

SECTION 6.06 -- CERTIFICATES OF STOCK.
-----------------------

A certificate or certificates for shares of the capital stock of the Corporation
shall be issued to each shareholder when any such shares are fully paid up. All
such certificates shall be signed by the president or a vice president and the
secretary or an assistant secretary, or be authenticated by facsimiles of the
signature of the president and secretary or by a facsimile of the signatures of
the president and the written signature of the secretary or an assistant
secretary. Every certificate authenticated by a facsimile of a signature must
be countersigned by a transfer agent or transfer clerk.

SECTION 6.07 -- REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS.
----------------------------------------------------

The president or any vice president and the secretary or assistant secretary of
this Corporation are authorized to vote, represent, and exercise on behalf of
this Corporation, all rights incident to any and all shares of any other
corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this
Corporation or corporations may be exercised either by such officers in person
or by any person authorized so to do by proxy or power of attorney duly executed
by said officers.

<PAGE>
SECTION 6.08 -- INSPECTION OF BYLAWS.
----------------------

The Corporation shall keep in its principal office for the transaction of
business the original or a copy of these bylaws, as amended or otherwise altered
to date, certified by the secretary, which shall be open to inspection by the
shareholders at all reasonable times during office hours.

SECTION 6.09 -- INDEMNIFICATION.
---------------

A. The Corporation shall indemnify its officers and directors for any liability
including reasonable costs of defense arising out of any act or omission of any
officer or director on behalf of the Corporation to the full extent allowed by
the laws of the State of Nevada, if the officer or director acted in good faith
and in a manner the officer or director reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful.

B. Any indemnification under this section (unless ordered by a court) shall be
make by the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because the officer or director has met the applicable standard of
conduct. Such determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or, regardless of whether or not such a quorum is
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or by the stockholders.

ARTICLE 7
AMENDMENTS

SECTION 7.01 -- POWER OF SHAREHOLDERS.
-----------------------

New bylaws may be adopted, or these bylaws may be amended or repealed, by the
affirmative vote of the shareholders collectively having a majority of the
voting power or by the written assent of such shareholders.

SECTION 7.02 -- POWER OF DIRECTORS.
--------------------

Subject to the rights of the shareholders as provided in Section 7.01 of this
Article, bylaws other than a bylaw, or amendment thereof, changing the
authorized number of directors, may also be adopted, amended, or repealed by the
Board.

CERTIFICATE
-----------

The undersigned does hereby certify that the undersigned is the President of the
Corporation as named at the outset in these bylaws, a corporation duly organized
and existing under and by virtue of the laws of the State of Nevada; that the
above and foregoing bylaws of said corporation were duly and regularly adopted
as such by the board of directors of the Corporation at a meeting of said Board,
which was duly held on the 5th day of October, 1999, that the above and
foregoing bylaws are now in full force and effect.

DATED this 5th day of October, 1999.

______________________________________
Emiliano Lakota, President & Director

<PAGE>

<ARTICLE> 5
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 500
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5000
<OTHER-SE> (4500)
<TOTAL-LIABILITY-AND-EQUITY> 500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 4500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4500)
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>