BIG SKY INDUSTRIES X INC, 10SB12G/A, 2000-12-13

BIG SKY INDUSTRIES X INC
10SB12G/A, 2000-12-13
NON-OPERATING ESTABLISHMENTS

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U.S. Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

Big Sky Industries X, Inc.
(Name of Small Business Issuer in its charter)

Florida 59-3647277
_______________________________ _________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

211 Shell Point West, Maitland, Florida 32751
---------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number, (407) 628-9693

Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

Securities to be registered under Section 12(g) of the Act:

Common Stock, $0.001 Par Value
--------------------------------
(Title of class)

(Title of class)

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE
COMPANY DOES NOT RECOMMEND INVESTMENT BY ANY INDIVIDUAL OR ENTITY THAT
CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

1.0 DESCRIPTION OF BUSINESS

1.1 FORWARD-LOOKING STATEMENTS

This registration statement contains statements that plan for or
anticipate the future. Forward-looking statements include statements about
our future business plans and strategies, and most other statements that are
not historical in nature. In this registration statement, forward-looking
statements are generally identified by the words "anticipate", "plan",
"believe", "expect", "estimate", and the like. Because forward-looking
statements involve future risks and uncertainties, there are factors that
could cause actual results to differ materially from those expressed or
implied. For example, a few of the uncertainties that could affect the
accuracy of forward-looking statements, besides the specific factors
identified in Section 1.3. herein, include:

1. changes in general economic and business
conditions;
2. the level of demand for shell companies;
3. changes in our business strategies; and
4. federal, state and local regulations.

The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to our Company. See Section 1.3 "Risk Factors that Affect our Business".

1.2 BUSINESS DEVELOPMENT

Big Sky Industries X, Inc. was incorporated under the laws of the
State of Florida on January 31, 2000 and is in its early developmental and
promotional stages. Unless the context otherwise requires, all references to
the "Company" "we" "our" and other similar terms shall mean Big Sky
Industries X, Inc. We are a "shell" company conducting virtually no
business operation, other than our efforts to seek merger partners or
acquisition candidates. We do not engage in any substantive commercial
business or other business operations. We have no full time employees and we
own no real estate.

We are a corporate vehicle created to seek to effect a merger, exchange
of capital stock, asset acquisition or other similar business combination (a
"Business Combination") with an operating or development stage business (the
"Target Business") which desires to employ our Company to become a reporting
corporation under the Securities Exchange Act of 1934 ("Exchange Act"). Our
Company elected to register the Company's common stock, par value $0.001 (the
"Common Stock") pursuant to this Form 10-SB registration statement on a
voluntary basis in order to create a reporting "shell" company. We have a
shareholder base consisting of two shareholders and 1,050,000 shares of Common
Stock outstanding, all of which are restricted pursuant to Rule 144 of the
Securities Act

of 1933, as amended (the "Securities Act"). See "Description
of Securities". Pursuant to resolution of our Company's board of directors,
no Business Combination may occur prior to our Company obtaining the
requisite audited financial statements required pursuant to Form 8-K promulgated
under the Exchange Act.

Upon the effectiveness of this registration statement, we intend to
seek potential business opportunities and effectuate a Business Combination
with a Target Business with significant growth potential which, in the
opinion of our management, could provide a profit to our Company and our
shareholders. We intend to seek opportunities demonstrating the potential
of long term growth as opposed to short term earnings. Our efforts in
identifying a prospective Target Business are expected to emphasize
businesses primarily located in the United States; however, we reserve the
right to acquire a Target Business located primarily elsewhere. While we may,
under certain circumstances, seek to effect Business Combinations with more
than one Target Business, as a result of our limited resources, we will, in all
likelihood, have the ability to effect only a single Business Combination. We
may effect a Business Combination with a Target Business which may be
financially unstable or in its early stages of development or growth. We
will not restrict our search to any specific business, industry or
geographical location, and we may participate in a business venture of
virtually any kind or nature. Our present management may become involved in
management of the Target Business and/or may hire qualified but as yet
unidentified individuals to manage such Target Business. Presently, we have no
plan, proposal, agreement, understanding or arrangement to acquire
or merge with any specific business or company, and we have not identified
any specific business or company for investigation and evaluation.

The discussion of the proposed business under this caption and
throughout this registration statement is purposefully general and is not
meant to be restrictive of our virtually unlimited discretion to search for
and enter into a Business Combination with a Target Business.

1.3.0 RISK FACTORS THAT AFFECT OUR BUSINESS

The following risk factors are inherent to and affect our Company's plan
of business. The number and nature of all possible risks related to our
Company cannot be ascertained. Many kinds of unanticipated events and
circumstances may preclude the achievement of our stated objectives,
preclude positive operating results and/or result in a total loss of investment.

Forward Looking Statements.

This registration statement contains forward-looking statements. The
words "anticipate," "believe," "expect," "plan," "intend," "estimate,"
"project," "will," "could," "may" and similar expressions are intended to
identify forward-looking statements. Such statements reflect our current
views with respect to future events and financial performance and involve
risks and uncertainties, including without limitation the risks described in
this section "Risk Factors that Affect Our Business." Should one or more of
these risks or uncertainties occur, or should underlying assumptions prove
incorrect, actual results may vary materially and adversely from those
anticipated,

believed, expected, planned, intended, estimated, projected or otherwise
indicated. The following risk factors should be carefully considered, in
addition to the other information contained in this registration statement.

1.3.1 RISKS RELATED TO OUR FINANCIAL CONDITION

Limited Basis to Evaluate Our Company's Prospects; Recently Organized
Company; No Operating History.

There is only a limited basis upon which to evaluate our Company's
prospects for achieving our intended business objectives. We were
incorporated on January 31, 2000. We are a development stage company which
has no operating history, no revenues, and no present source of future
revenues. To date, our entire activity has consisted of organizational
activities and preparation for our proposed plan of business. See "Description
of Business - Shell Corporation Discussion".

Management's Discussion and Analysis or Plan of Operation; Development Stage
Company with Limited Resources, No Operations or Revenues Anticipated Prior
to the Effectuation of a Business Combination; Potential for our Company's
Cash Reserves to Be Depleted Prior to the Effectuation of a Business
Combination.

We are a development stage entity which has neither engaged in any
operations nor generated any revenues to date. We will not achieve any
revenues until, at the earliest, the consummation of a Business Combination,
if at all. As of the date hereof, we have not attempted to seek a Business
Combination and we cannot assure that any Target Business, whether at the time
of our consummation of a Business Combination, or at any time thereafter,
will derive any material revenues from its operations or operate on a
profitable basis.

We have limited resources and most of our working capital needs will
be attributable to the identification of a suitable Target Business, and
thereafter to effectuate a Business Combination with the Target Business. To
the extent that a Business Combination does not occur with an identified Target
Business, we will be unable to recoup the financial resources expended on
searching for and analyzing the Target Business. Due to the possible
indefinite period of time to consummate a Business Combination, and the
nature and cost of our Company's expenses related to our search for and
analysis of a Target Business, we cannot assure that until a Business
Combination is consummated, our cash requirements will be sufficient. See
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business - Shell Corporation Discussion - Selection of a Target Business and
Structuring of a Business Combination".

No Assurance of Availability of Additional Financing if the Company's Cash
Reserves are Depleted Prior to the Effectuation of a Business Combination;
Limited Ability to Evaluate Capital Requirements of a Target Business.

We cannot ascertain with any degree of certainty the capital
requirements for any particular Business Combination. We may be required to
seek additional financing, and we cannot assure that such financing would be
available on acceptable terms, if at all. In the event we cannot identify a
Target Business, negotiations are incomplete or we cannot consummate a Business
Combination, and we expended all of our cash resources, we currently have no
plans or arrangements to acquire additional financing which may be required to
continue our operations. Further, if additional financing is unavailable and it
is needed to consummate a particular Business Combination, we would likely
be compelled to restructure the transaction or abandon that particular
Business Combination and seek an alternative Target Business candidate. See
"Description of Business - Shell Corporation Discussion - Selection of a Target
Business and Structuring of a Business Combination".

In the event we consummate a Business Combination, we cannot
ascertain with any degree of certainty the capital requirements for any
particular Target Business inasmuch as we have not yet identified any
prospective Target Business candidates. If the Business Combination results in
the Target Business requiring additional financing, such additional financing
(which, among other forms, could be derived from the public or private
offering of securities or from the acquisition of debt through conventional
bank financing), may not be available, due to, among other things, the Target
Business not having sufficient (i) credit or operating history; (ii) income
stream; (iii) profit level; (iv) asset base eligible to be collateralized; or
(v) market for its securities. See "Description of Business - Shell
Corporation Discussion - Selection of a Target Business and Structuring of a
Business Combination".

1.3.2 RISKS RELATED TO OUR BUSINESS

Like any business enterprise operating in a competitive market, we are
subject to many business risks. Further, as a blank check company, we cannot
presently ascertain the risks of any unidentified target or industry; therefore,
many of the risks inherent in our business are unforeseeable and beyond our
control We cannot assure that we will successfully effectuate a Business
Combination with a Target Business or identify a Target Business that will
be successful. Our failure to do so would materially adversely affect our
Company. See "Description of Business - Shell Corporation Discussion".

No Specified Industry or Target Business; Inability to Evaluate the Merits or
Risks of any Target Business or Industry.

Since we have not yet selected a Target Business or any particular
industry in which to concentrate our Business Combination efforts, we have no
current basis to evaluate the possible merits or risks of a particular Target
Business or industry in which our Company may ultimately operate. Therefore,
we cannot assure that we will properly ascertain or assess all significant
risk factors in connection with a Business Combination. Accordingly, we could
identify and acquire a Target Business which could fail, resulting in the total
loss of a shareholder's investment in the Company's Common Stock. See
"Description of Business - Shell Corporation Discussion - No

Specified Industry or Target Business.

Intense Competition From Other Blank Check Companies; No Assurance our
Company Can Successfully Compete with Competitors or Effect a Business
Combination with an Attractive Target Business.

We expect to encounter intense competition from other blank check
entities. Many of these entities are well-established and have extensive
experience in connection with identifying and effecting Business Combinations
directly or through affiliates. Many of these entities possess greater
financial, marketing, technical, personnel and other resources than we do, and
we cannot assure that we will have the ability to compete successfully. Our
financial resources are relatively limited when contrasted with
those of many of our competitors which could compel our Company to select
certain less attractive Target Business'. See "Description of Business -
Intense Competition from Other Blank Check Companies".

Probable Lack of Business Diversification; Dependance Upon a Single Business

Since we have limited resources, we will likely effect only one
Business Combination; not several Business Combinations of entities
operating in multiple industries or multiple areas of a single industry.
Consequently, we will not have the ability diversify our operations or
benefit from the possible spreading of risks or offsetting of losses.
Accordingly, our prospect for success will be entirely dependent upon the future
performance of a single business or dependent upon the development or market
acceptance of a single or limited number of products, processes or services.
Consequently, we cannot assure that the Target Business will prove to be
commercially viable. See "Description of Business - Shell Corporation
Discussion - Probable Lack of Business Diversification".

Limited Ability to Ascertain the Competitive Environment of a Target
Business or Industry.

If we effect a Business Combination, we may become subject to
intense competition from competitors of the Target Business who will likely
possess greater financial, marketing, technical and other resources than the
Target Business. We cannot presently ascertain the degree of competition
characterizing the industry of any prospective Target Business. We cannot assure
that, subsequent to a Business Combination, we will have the resources to
compete effectively, especially to the extent that the Target Business is in
a high-growth industry. See "Description of Business - Uncertainty of
Competitive Environment of Target Business".

Probable Change in Control and Management; Reliance Upon Unidentifiable
Management of Target Business; Limited Ability to Evaluate a Target Business'
Management.

The successful completion of a Business Combination will likely
result in a change in control of our Company, and the resignation or removal
of our Company's present officers and directors. We do not intend to retain
an independent company to perform an analysis or any type of background

investigation on the members of a potential Target Business's management.
Accordingly, investors will be relying, in some significant respects, on the
abilities of the management and directors of the Target Business who are
unidentifiable as of the date hereof. We cannot assure that our assessment of
a prospective Target Business' management will prove to be correct in connection
with a Business Combination, especially in light of the possible inexperience of
our Company's current management in evaluating certain types of businesses.
In addition, we cannot assure that the future management will have the necessary
skills, qualifications or abilities to manage a public company's operational
activities. See "Description of Business - Shell Corporation Discussion -
'Selection of a Target Business and Structuring of a Business Combination'
and 'Limited Ability to Evaluate Target Business' Management'".

No Assurance of Favorable Tax Treatment in Connection with a Business
Combination.

We cannot assure that the Internal Revenue Service (the "IRS") or
appropriate state tax authorities will ultimately assent to our tax
treatment of a consummated Business Combination. If IRS or state tax authorities
recharacterize the tax treatment of our Business Combination, there may be
adverse tax consequences to our Company, the Target Business and their
respective shareholders. See "Description of Business - Shell Corporation
Discussion - Selection of a Target Business and Structuring of a Business
Combination".

Dependence upon Management; Potential Material Adverse Effect on the Company
in the Event of Loss of Management's Services.

Our ability to successfully effect a Business Combination will be
largely dependent upon the efforts of our sole officer and director, Mr.
Ramon Chimelis. We anticipate that Mr. Chimelis is the only person whose
activities will be material to our operations pending our identification and
consummation of a Business Combination. He is the only person who has been
instrumental in arranging the capitalization of our Company to date. We have
not entered into an employment agreement with Mr. Chimelis, and the loss of
the services of Mr. Chimelis before a suitable replacement is obtained could
have a material adverse effect on our capacity to successfully achieve our
business objectives. See "Directors and Executive Officers, Promoters
and Control Persons".

No Opportunity for Shareholder Evaluation or Approval of Business
Combinations; Potential Loss of Dissenter's Rights.

Our non-affiliate shareholders will in all likelihood neither
receive nor otherwise have the opportunity to evaluate any financial or other
information in connection with selecting a potential Business Combination. As
a result, our non-affiliate shareholders will be almost entirely dependent on
the judgment and experience of management in connection with the selection and
ultimate consummation of a Business Combination. In addition, under Florida
law, the form of Business Combination could impact upon the availability of
dissenters' rights (i.e., the right to receive fair payment with respect to our
Company's Common Stock) to shareholders disapproving the proposed Business
Combination. See "Description of Business - Shell Corporation Discussion - No

Opportunity for Shareholder Evaluation or Approval of Business Combinations".

Potential Inability to Retain Outside Advisors; No Opportunity for
Shareholders to Select Outside Advisors; No Continuous Fiduciary Duty to the
Company by Outside Advisors.

Our success may be dependent upon our ability to retain additional
personnel with specific knowledge or skills necessary to assist our Company
in evaluating a potential Business Combination. These persons may consist of
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. We cannot assure that our limited resources will enable us to
retain such necessary additional personnel. Also, the selection of any such
advisors will be made by our management without any input from shareholders;
and such outside advisors will likely not owe a continuing fiduciary duty or
other obligation to our Company. See "Description of Business - Shell
Corporation Discussion - Selection of a Target Business and Structuring of a
Business Combination".

Management Not Required to Commit Their Full Time to the Affairs of the
Company; Management's Potential Conflicts of Interest in Presenting Business
Opportunities to the Company as a Result of Multiple Affiliations.

It is anticipated that Mr. Chimelis, our sole officer and director,
will devote approximately 5% of his time to our affairs. Since Mr. Chimelis
is not required to commit his full time to our affairs, Mr. Chimelis may have
conflicts of interest in allocating management time among various business
activities. Certain activities which may be performed by Mr. Chimelis in
connection with his other business affiliations may be deemed competitive
with our business. Additionally, Mr. Chimelis may become aware of investment
and business opportunities which may be appropriate for presentation to our
Company, as well as the other entities with which he is affiliated. As a
result, Mr. Chimelis may have conflicts of interest in determining to which
entity a particular business opportunity should be presented. As a result of
multiple business affiliations, Mr. Chimelis may have similar legal
obligations relating to presenting certain business opportunities to the
various entities upon which he serves as a director. We cannot assure that
any of the foregoing conflicts will be resolved in favor of our Company. See
"Description of Business - Shell Corporation Discussion - 'Selection of a
Target Business and Structuring of a Business Combination' and 'Conflicts of
Interest'".

1.3.3 RISKS RELATED TO OUR COMMON STOCK

Voting Control of Management; Management's Ability to Control the Company's
Affairs and Operations; No Disinterested Members of the Board of Directors.

Our management owns 100% of the issued and outstanding shares of our
common stock. The Company's Articles of Incorporation do not provide for
cumulative voting for the election of directors. Consequently, even if
additional shares of our common stock are issued, so long as management
continues to own in excess of 50% of our issued and outstanding shares of
common stock, management can elect all of our directors, appoint officers and
otherwise control our affairs

and operations. Further, our board of directors currently has no formal
committees, such as a compensation committee or an audit committee, and most
likely will not form such committees until some time after the consummation
of a Business Combination. See "Security Ownership of Certain Beneficial Owners
and Management" and "Description of Our Securities".

Potential Securities Sales by Affiliate Shareholders.

If additional shares of our common stock are issued, Mr. Chimelis
may actively negotiate or otherwise consent to the purchase of a portion of
his Common Stock as a condition to, or in connection with, a Business
Combination. In this process, Mr. Chimelis may consider his own personal
pecuniary benefit rather than the best interests of our other shareholders, if
any, and the other Company shareholders are expected to be afforded the
opportunity to approve or consent to any particular stock buy-out
transaction. See "Description of Business - Shell Corporation Discussion -
'Conflicts of Interest' and 'Selection of a Target Business and Structuring
of a Business Combination'".

Indemnification of Officers and Directors; Loss of Certain Anti-takeover
Protections Due to Election out of Anti-takeover Statutes.

Our Articles of Incorporation provide, among other things, that (i)
our officers and directors will be indemnified to the fullest extent
permitted under Florida law; and (ii) our Company has elected not to be
governed by Sections 607.0901 and 607.0902 of the Florida Business
Corporation Act and other laws relating thereto (the "Anti-Takeover Sections").

Because of our Company's election not to be governed by the Anti-
Takeover Sections, we will not be subject to the provisions of Florida law
which provide that certain transactions between our Company and an
"interested shareholder" or any affiliate of the "interested shareholder" be
approved by two-thirds of our Company's outstanding shares. An "interested
shareholder" as defined in Section 607.0901 of the Florida Business
Corporation Act is any person who is the beneficial owner of more than 10% of
the outstanding shares of the company who is entitled to vote generally in
the election of directors. In addition, because of our Company's election
not to be governed by the Anti-Takeover Sections, our Company will not have the
alleged assistance against unfriendly take-over attempts purportedly
provided by that statute. See "Description of Business - Shell Corporation
Discussion - 'Selection of a Target Business and Structuring of a Business
Combination' and 'Conflicts of Interest'".

No Public Trading Market for our Company's Securities; No Assurance That a
Public Trading Market Will Develop.

No public trading market for our Common Stock exists. We cannot
assure that a regular trading market will develop for the shares of our
Common Stock or that, if developed, any such market will be sustained.
Trading of our Common Stock will likely be conducted through what is customarily
known as the Over-The-Counter Bulletin Board. Any market for our Common Stock

which may result will likely be less well developed than if the Common Stock
were traded on the NASDAQ or an exchange. See "Description of Business -
Shell Corporation Discussion - Penny Stock Regulations - State Blue Sky
Restrictions - Restrictions on Marketability" and Part II "Market for Common
Equity and Related Stockholder Matters - Market Information".

Likelihood that Our Company's Securities will be Subject to the SEC's Penny
Stock Regulations; Potential Difficulties in Reselling Securities.

Our Company's securities, if and when available for trading, will
likely be subject to the SEC's rules that regulate broker-dealer practices in
connection with transactions in "penny stocks". Generally, penny stocks are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the SEC that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with bid and offer quotations
for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that prior to a transaction in a penny stock
not otherwise exempt from such rules the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. If our Common Stock becomes subject to the penny
stock rules, shareholders may find it more difficult to resell their shares
of Common Stock. See "Description of Business - Shell Corporation
Discussion - Penny Stock Regulations - State Blue Sky Restrictions -
Restrictions on Marketability" and Part II "Market for Common Equity and Related
Stockholder Matters - Market Information".

Authorization of Additional Securities; Likelihood That a Substantial Amount
of Additional Securities Will Be Issued in Connection with a Business
Combination; Potential Adverse Effect on the Market Price of Such Securities.

Our Articles of Incorporation authorize the issuance of 50,000,000
shares of Common Stock, par value $.001 per share. We will, in all
likelihood, issue a substantial number of additional shares of Common Stock
in connection with a Business Combination. To the extent that we issue
additional shares of Common Stock, our shareholder's interests will be
diluted. Additionally, if we
issue a substantial number of shares of Common Stock in connection with a
Business Combination, a change in control of our Company is likely to occur
which may impact, among other things, the utilization of net operating
losses, if any. Furthermore, the issuance of a substantial number of shares of
Common Stock may cause dilution and adversely affect prevailing market prices,
if any, for our Common Stock. See "Description of Business - Shell
Corporation Discussion - Selection

of a Target Business and Structuring of a Business Combination" and
"Description of Securities".

Shares Eligible for Future Sale; Potential Adverse Effect on Any Future
Market Price of Securities from Sales of Restricted Stock; Potential Adverse
Effect on the Company's Ability to Raise Capital Through the Sale of its
Securities.

Presently, all of the 1,050,000 shares of Common Stock issued and
outstanding are "restricted securities", as that term is defined under Rule
144 ("Rule 144"), promulgated under the Securities Act. So long as all of the
conditions of Rule 144 are met; in February, 2001, all 1,050,000 shares of
Common Stock will be eligible for sale under Rule 144, as currently in
effect. We cannot assure; however, that Rule 144 will be available at any
time for any shareholder's shares. The staff at SEC's Division of Corporate
Finance is of the view that Rule 144 is not available for resale transactions
for securities issued by blank check companies, and consequently, that the
resale of such securities cannot occur without registration under the
Securities Act. We cannot predict the effect, if any, that sales of
"restricted" shares of Common Stock or the availability of such shares for
sale will have on the market prices prevailing from time to time.
Nevertheless, the possibility that substantial amounts of Common Stock may be
sold in the public market may adversely affect prevailing market prices for
our Common Stock and could impair our ability to raise capital through the
sale of our equity securities. See "Security Ownership of Certain Beneficial
Owners and Management" and Part II "Market For Common Equity and Related
Stockholder Matters".

Payment of Dividends Unlikely.

We have not paid any dividends on our Common Stock to date and we
do not presently intend to pay cash dividends prior to the consummation of a
Business Combination. See "Description of Securities - Dividends".

1.4.0 SHELL CORPORATION DISCUSSION

1.4.1 OUR BACKGROUND INFORMATION

Since we conduct virtually no business operations, other than our
efforts to effectuate a Business Combination, we can be characterized as a
"shell" corporation. As a shell corporation, we face special risks inherent
in the investigation, acquisition, or involvement in a new business
opportunity. Further, as a new or "start-up" company, we face all of the
unforeseen costs, expenses, problems, and difficulties related to new
companies. We are dependent upon our sole officer and director, Mr. Chimelis
and his efforts to effectuate a Business Combination. Accordingly, our
non-management shareholders will not have an opportunity to evaluate the
specific merits or risks of any one or more Business Combinations and will
have no control over the decision making relating to a Business Combination.
In the event we lose the services of Mr. Chimelis, our Company could be
adversely affected.

Due to the limited capital available to our Company, the consummation
of a Business Combination will likely involve the acquisition of, or merger
or consolidation with, a company that does not need substantial additional
capital but which desires to establish a public trading market for its
shares, while avoiding what it might deem to be the adverse consequences of
undertaking a public offering itself, such as the time delays and significant
expenses incurred to comply with the various federal and state securities
laws that regulate initial public offerings. A Target Business might desire,
among other reasons, to create a public market for their shares in order to
enhance liquidity for current shareholders, facilitate raising capital through
the public sale of securities of which a prior existence of a public market for
its securities exists, and/or acquire additional assets through the issuance
of securities rather than for cash.

No trading market in our Common Stock presently exists. In light of the
restrictions concerning shell companies contained in many state blue sky laws
and regulations, it is not likely that a trading market will be created in
our Common Stock until such time as a Business Combination occurs with a Target
Business. We cannot assure that subsequent to such a Business Combination that a
trading market in our Common Stock will develop. Presently, all of our
Company's outstanding securities, which includes all shares of its Common
Stock, are restricted pursuant to Rule 144 of the Securities Act of 1933, as
amended (the "Securities Act"). So long as all of the conditions of Rule 144 are
met; in February, 2001, 1,050,000 shares of Common Stock will be eligible for
sale under Rule 144, as currently in effect. We cannot assure; however, that
Rule 144 will be available at any time for any shareholder's shares. The staff
at SEC's Division of Corporate Finance is of the view that Rule 144 is not
available for resale transactions for securities issued by blank check
companies, and consequently, that the resale of such securities cannot occur
without registration under the Securities Act. See "Description of Securities".

We cannot estimate the time that it will take to effectuate a Business
Combination. It could be time consuming; possibly in excess of many months or
years. Additionally, we cannot assure that we will be able to effectuate a
Business Combination on terms favorable to our Company. We might identify and
effectuate a Business Combination with a Target Business which proves to be
unsuccessful for any number of reasons, many of which are due to the fact
that the Target Business is not identified at this time. If this occurs, our
Company and our shareholders might not realize any type of profit.

1.4.2 NO SPECIFIED INDUSTRY OR TARGET BUSINESS.

We will seek to acquire a Target Business without limiting our self to
a particular industry. Most likely, the Target Business will be primarily
located in the United States, although we reserve the right to acquire a Target
Business primarily located outside the United States. In seeking a Target
Business, we will consider, without limitation, businesses which offer or
provide services or develop, manufacture or distribute goods in the United
States or abroad, including, without limitation, in the following areas:

1. voice and data information processing and
transmission and related technology development,
2. health care and health products,
3. educational services,
4. environmental services,
5. consumer-related products and services (including
amusement, entertainment and/or recreational
services),
6. personal care services,
7. business to business services and/ or products via
the Internet;
8. business to consumer services or products via the
Internet; or
9. wholesale or retail distribution.

To date, we have not selected any particular industry or any Target
Business in which to concentrate our Business Combination efforts.
Accordingly, we are only able to make general disclosures concerning the
risks and hazzards of effectuating a Business Combination with a Target
Business since there is presently no current basis for our Company to
evaluate the possible merits or risks of the Target Business or the
particular industry in which we may ultimately operate. Any Target Business that
is selected will be required to have audited financial statements prior to the
commencement of a the Business Combination. To the extent we effectuate a
Business Combination with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of sales or earnings), we will become subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, to the extent we
effectuate a Business Combination with a Target Business in an industry
characterized by a high level of risk, we will become subject to the
currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes certain industries which experience rapid
growth. Although management will endeavor to evaluate the risks inherent in a
particular industry or Target Business, we cannot assure that we will
properly ascertain or assess all significant risk factors.

1.4.3 PROBABLE LACK OF BUSINESS DIVERSIFICATION.

As a result of the limited resources of our Company, we will in all
likelihood have the ability to effect only one Business Combination.
Accordingly, our prospects for success will be entirely dependent upon the
future performance of a single business. Unlike certain entities that have
the resources to consummate several Business Combinations or entities
operating in multiple industries or multiple segments of a single industry, it
is highly likely that we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. Our Company's probable lack of diversification could subject our
Company to numerous economic, competitive and regulatory developments, any or
all of which may have a material adverse impact upon the particular industry in
which we may operate subsequent to the consummation of a Business
Combination. Our prospects for success may become dependent upon the
development or market acceptance of a single or limited number of products,
processes or services. Accordingly, notwithstanding the possibility of our
management's assistance to the Target

Business, we cannot assure that the Target Business will prove to be
commercially viable.

1.4.4 OUR LIMITED ABILITY TO EVALUATE A TARGET BUSINESS' MANAGEMENT.

While our ability to successfully effect a Business Combination will be
dependent upon our management personnel, the future role of such personnel in
the Target Business cannot presently be stated with any certainty. It is
unlikely that our management personnel will remain associated in any operational
capacity with the Company following a Business Combination. Moreover, we
cannot assure that our management personnel will have any experience or
knowledge relating to the operations of the particular Target Business.

We intend to closely scrutinize the management of a prospective Target
Business in connection with evaluating the desirability of effecting a
Business Combination; however, we cannot assure that our assessment of that
management will prove to be correct, especially since Mr. Chimelis is not a
professional business analysts. See "Directors, Executive Officers, Promoters
and Control Persons". Accordingly, we will be dependant, in some significant
respects, on the ability of the management of the Target Business who are
presently unidentifiable. Also, we cannot assure that the future management
will have the necessary skills, qualifications or abilities to manage a
public company. We may seek to recruit additional managers to supplement the
incumbent management of the Target Business; however, we cannot assure that
we will have the ability to recruit any additional managers, or that any
additional managers recruited will have the requisite skill, knowledge or
experience necessary or desirable to enhance the incumbent management.

1.4.5 NO OPPORTUNITY FOR SHAREHOLDER EVALUATION OR APPROVAL
OF BUSINESS COMBINATIONS.

Our non-affiliate shareholders will likely neither receive nor
otherwise have the opportunity to evaluate any financial or other
information which we receive in connection with selecting a potential Target
Business until after we have entered into an agreement to effectuate a
Business Combination. However, depending on its structure, the Business
Combination agreement may be subject to shareholder approval pursuant to
applicable law. As a result, non-affiliate shareholders of the Company will
be almost entirely dependent on the judgment and experience of management in
connection with the selection and ultimate consummation of a Business
Combination. In addition, under Florida law, the form of Business
Combination could impact upon the availability of dissenters' rights (i.e.,
the right to receive fair payment with respect to the Company's Common Stock)
to shareholders disapproving the proposed Business Combination.

1.4.6 SELECTION OF A TARGET BUSINESS AND STRUCTURING OF A
BUSINESS COMBINATION.

We anticipate that the selection of a Target Business will be complex
and risky because of competition for such business opportunities among all
segments of the financial community. The nature of our search for a Target
Business requires maximum flexibility inasmuch as we will be required to
consider various factors and circumstances which may preclude meaningful direct
comparison among the various business enterprises, products or services
investigated. The likelihood

that we will effectuate only one Business Combination with one Target Business
will not permit us to offset potential losses from one venture against profits
from another. Our management will have virtually unrestricted flexibility in
identifying and selecting a prospective Target Business. In addition, in
evaluating a prospective Target Business, our management will consider, among
other factors, the following factors which are not listed in any particular
order:

1. financial condition and results of operation of the
Target Business;
2. growth potential and projected financial performance
of the Target Business and the industry in which it
operates;
3. experience and skill of management and availability
of additional personnel of the Target Business;
4. the capital requirements of the Target Business;
5. the availability of a transaction exemption from
registration pursuant to the Securities Act for the
Business Combination;
6. the location of the Target Business;
7. competitive position of the Target Business;
8. the stage of development of the product, process or
service of the Target Business;
9. the degree of current or potential market acceptance
of the product, process or service of the Target
Business;
10. the possible proprietary features and possible other
protection of the product, process or service of the
Target Business;
11. the regulatory environment of the industry in which
the Target Business operates;
12. the costs associated with effecting the Business
Combination; and
13. the equity interest in and possible management
participation in the Target Business.

The foregoing criteria are not intended to be exhaustive; any
evaluation relating to the merits of a particular Business Combination will
be based, to the extent relevant, on the above factors as well as other
considerations deemed relevant by our management in connection with effecting
a Business Combination consistent with our business objective. In many
instances, we anticipate that the historical operations of a Target Business may
not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes. We will be dependent upon the owners of a
Target Business to identify any such problems which may exist and to implement,
or be primarily responsible for the implementation of, required changes.
Because we may engage in a Business Combination with a newly organized entity
or with an entity which is entering a new phase of growth, we will incur
further risks, because in many instances, management of the Target Business
will not have proven its abilities or effectiveness, the eventual market for the
products or services of the Target Business will likely not be established,
and the Target Business may not be profitable subsequent to a Business
Combination.

Our limited funds and lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis
of a Target Business before we commit our capital or other resources thereto.
Our decisions, therefore, will likely be made without detailed feasibility
studies, independent analysis, market surveys and the like which, if we had
more funds available to us, would be desirable. We will be particularly
dependent in making decisions upon information provided by the promoter,
owner, sponsor, or others associated with the Target Business seeking to
effectuate a Business Combination with our Company. In connection with our
evaluation of a prospective Target Business, we anticipate that we will conduct
a due diligence review which will encompass, among other things, meetings
with incumbent management and inspection of facilities, as well as review of
financial or other information which will be made available to our Company.
We cannot presently ascertain with any degree of certainty the time and costs
required to select and evaluate a Target Business (including conducting a due
diligence review) and to structure and consummate the Business Combination
(including negotiating relevant agreements and preparing requisite documents
for filing pursuant to applicable securities laws and state "blue sky" and
corporation laws).

Our Company's sole officer and director, Mr. Chimelis, intends to
devote only a small portion of his overall time, approximately 5%, to our
affairs and, accordingly, consummation of a Business Combination may
ultimately require a greater period of time than if Mr. Chimelis devoted his
full time to our Company's affairs. However, Mr. Chimelis intends to devote
as much time as he deems reasonably necessary, when necessary, up to 100%, to
carry out our Company's business and affairs, including the evaluation of
potential Target Businesses and the negotiation of a Business Combination.
As a result, the amount of time devoted to our business and affairs may vary
significantly depending upon, among other things, whether we have identified a
Target Business or are engaged in the active negotiation of a Business
Combination.

Any costs we incur in connection with the identification and evaluation
of a prospective Target Business with which a Business Combination is not
ultimately consummated will result in a loss to our Company and reduce the
amount of available capital we would otherwise have in order to complete a
Business Combination. In the event we deplete our present cash reserves, we
might be forced to cease operations and a Business Combination might not occur.

We anticipate that we will locate and make contact with Target
Businesses primarily through the reputation and efforts of Mr. Chimelis, who
will meet personally with existing management and key personnel, visit and
inspect material facilities, assets, products and services belonging to such
prospects, and undertake such further reasonable investigation as Mr.
Chimelis deems appropriate. Mr. Chimelis does not intend to actively solicit or
contact prospective Targets directly. Mr. Chimelis primary occupation is
that of private investor who invests primarily in equity securities, and he
believes that prospective Target Businesses will be referred to the Company
through his network of business contacts. See "Directors, Executive Officers,
Promoters and Control Persons". Although existing and potential affiliates
of Mr. Chimelis may be considered potential Target Businesses; we will not
engage in any discussions regarding the possibility a Business

Combination with these entities until after the effective time of this
registration statement. We have no present intention to consummate a Business
Combination with a Target Business in which our Company's management, promoters,
or their affiliates or associates directly or indirectly have a pecuniary
interest, although we have no existing corporate policies to prevent this from
occurring.

We also expect that many prospective Target Businesses will be brought
to our attention from various other non-affiliated sources, including our
attorneys and accountants, securities broker-dealers, investment bankers,
venture capitalists, bankers, and other members of the financial community. We
will not advertise or promote our Company in any financial or trade
publications, or any other type of written publications, or other type of
media, to seek potential Target Businesses. Although we have no current plans
to do so, we may engage the services of professional firms that specialize in
finding business acquisitions and pay a finder's fee or other compensation.
Since we have no current plans to utilize any outside consultants or advisors
to assist in a Business Combination, no policies have been adopted regarding
the use of such consultants or advisors, the criteria to be used in selecting
such consultants or advisors, the services to be provided, the term of service,
or regarding the total amount of fees that may be paid. However, due to our
limited resources, it is likely that any such fee the Company agrees to pay
would be paid in stock and not in cash. In no event will our Company pay a
finder's fee or commission to any of our Company's officers or directors or any
entity with which they are affiliated for such service. Moreover, in no event
shall our Company issue any of our securities to any officer, director or
promoter of our Company, or any of their respective affiliates or associates,
in connection with activities designed to locate a Target Business.

As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of a Business Combination. We will
evaluate the possible tax consequences of any prospective Business
Combination and will endeavor to structure a Business Combination so as to
achieve the most favorable tax treatment to our Company, the Target Business
and their respective stockholders. We cannot assure that the Internal Revenue
Service or relevant state tax authorities will ultimately assent to our tax
treatment of a particular consummated Business Combination. To the extent the
Internal Revenue Service or any relevant state tax authorities ultimately
prevail in recharacterizing a Business Combination's tax treatment, our
Company and the Target Business and their respective stockholders could
experience adverse tax consequences. Tax considerations, as well as other
relevant factors, will be evaluated in determining the precise structure of a
particular Business Combination, which could be effected through various forms
of a merger, consolidation or stock or asset acquisition.

Other than as described in this registration statement, we presently
have no commitments to issue any shares of Common Stock, preferred stock,
options or warrants, however we will, in all likelihood, issue a substantial
number of additional shares in connection with the consummation of a Business
Combination. To the extent we issue additional shares, dilution to the interests
of the our shareholders will occur. Additionally, if we issue a substantial
number of shares of Common Stock in connection with the consummation of a
Business Combination, a change in control of our Company is likely to occur
which will likely affect, among other things, our ability to utilize net

operating loss carry forwards, if any. Any such change in control may also
result in the resignation or removal of our Company's present officer and
director. If a change in management occurs, we cannot assure that the new
management will posses the requisite experience or qualification to
competently manage our Company. We consider it likely that in order to
consummate a Business Combination, a change in control will occur; therefore,
we anticipate offering a Target Business a controlling interest in our Company
in order to effectuate a Business Combination.

Our management may actively negotiate for or otherwise consent to the
disposition of any portion of their Common Stock as a condition to or in
connection with a Business Combination. Therefore, it is possible that the
terms of any Business Combination will provide for the sale of some shares of
Common Stock held by management or affiliates of management. No other
shareholders of our Company will likely be afforded the right to sell their
shares of Common Stock in connection with a Business Combination on the same
terms that management will be provided. See "Description of Business -Shell
Corporation - Conflicts of Interest".

Pursuant to Sections. 607.0901(5) and 607.0902(5) of the Florida
Business Corporation Act, our Company has inserted certain provisions in its
articles of incorporation which have the effect of removing our Company from
the purview of the affiliated transaction and control-share acquisition
statutes promulgated under Sections 607.0901 and 607.0902 of the Florida
Business Corporation Act and hence, the protections afforded by such statutes.

1. Section. 607.0901 of the Florida Business Corporation Act
imposes limitations on the exercise of corporate control,
directly or indirectly, by a beneficial owner of more than
10% of a corporation's outstanding voting stock (an
"interested shareholder"). The corporation's "disinterested
directors" as defined therein, or a supermajority of the
corporation's shareholders (other than the interested
shareholder and related parties) are required to approve
certain business combinations and corporate transactions
with the interested shareholder or any entity or individual
controlled by the interested shareholder ("affiliated
transaction"), unless certain statutory exemptions apply, or
the corporation has opted out of the affiliated transactions
statute.

The stated purpose of the affiliated transactions statute is
to assure that Florida shareholders who do not tender their
shares in a hostile takeover offer receive a fair price for
those shares in a second-step, freeze-out transaction. By
removing the Company from the purview of Florida's
affiliated transaction statute, the consideration received
by selling shareholders in a "second-step" transaction could
be less than the consideration received by the selling
shareholders in the initial transaction. See "Certain
Relationships and Related Transactions".

2. Section. 607.0902 of the Florida Business Corporation Act
denies corporate control to an acquirer of control shares by
extinguishing the voting rights of shares of an "issuing
public corporation", as defined therein, acquired in a
"control share acquisition", as defined therein. Voting
rights may be reinstated to the extent provided in a
shareholders' resolution approved

by (1) each class or series entitled to vote separately on
the proposal by a majority of all votes entitled to be cast by
such class or series and (2) each class or series entitled to
vote separately on the proposal by a majority of all votes
entitled to be cast by such class or series, excluding all
"interested shares" (ie., generally speaking, those shares
that may be voted by or at the direction of a person who
made a control-share acquisition or an officer or
employee/director of the subject "issuing public
corporation"). The acquisition of shares is not directly
affected, only the voting rights attendant to control
shares. Other shares of the same corporation that are owned
or acquired by the same person are not affected.

The stated purpose of the control share acquisitions statute
is to protect Florida shareholders by affording them an
opportunity to decide whether a change in corporate control
is desirable. By removing the Company from the purview of
Florida's control-share acquisition statute, shares of an
"issuing public corporation" acquired pursuant to a control
acquisition are not deemed to be "control-share
acquisitions", which, in the Company's case, effectively
denies non-management/affiliate shareholders an opportunity
to approve or consent to an acquirer's purchase of such
management or affiliate's stock pursuant to a Business
Combination. See "Description of Business - Shell
Corporation Discussion - Conflicts of Interest" and "Certain
Relationships and Related Transactions".

Presently, we are not limited in our ability to borrow funds to
increase the amount of capital available to our Company to effect a Business
Combination or otherwise finance the operations of the Target Business.
However, our limited resources and lack of operating history could make it
difficult for our Company to borrow additional funds from other sources. The
amount and nature of any loan we obtain will depend on numerous considerations,
including our capital requirements, a potential lenders' evaluation of our
ability to meet debt service on loans and the then prevailing conditions in
the financial markets, as well as general economic conditions. We have no
arrangements with any bank or financial institution to secure additional debt
financing, and we cannot assure that any available debt financing would be
available on terms commercially acceptable or otherwise in the best interests
of our Company. Our inability to secure additional financing to effect or
facilitate a Business Combination, or to provide funds for an additional
infusion of capital into a Target Business, may have a material adverse
effect on our financial condition and future prospects, including our ability
to effect a Business Combination. In the event we ultimately obtain debt
financing, we will be subject to the various risks traditionally associated
with indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest. Furthermore, a
Target Business may have already incurred debt financing and, therefore, all
the risks inherent thereto.

If we issue our Company's securities in connection with a Business
Combination, the securities must either be issued in reliance upon exemptions
from registration under applicable federal or state securities laws, or
registered for public distribution. We intend to primarily target only those
companies where an exemption from registration would be available since
registration of securities typically requires significant costs, and time
delays are typically encountered. However,

since the structure of the Business Combination has yet to be determined, we
cannot assure that we will be able to rely upon any registration exemptions.
In addition, if a market for our Common Stock ultimately develops, of which
we cannot assure, the issuance of additional securities, and their potential
sale in the trading market, could depress the market price of our Common Stock.
Further, our Company's issuance of additional securities in connection with a
Business Combination would dilute any then present shareholder's securities
holdings.

Due to our small size and limited capital, our ability to raise
additional capital if and when needed could be limited. Until such time as our
Company consummates a Business Combination and generates revenues sufficient to
cover our operating costs, at some point in time we will likely require
additional funds in order to continue our operations, and we cannot assure that
additional funds will be available to our Company.

1.4.7 CONFLICTS OF INTEREST.

Mr. Chimelis, our sole officer and director is not required to commit
his full time to our Company's affairs and, accordingly, Mr. Chimelis may
have conflicts of interest in allocating management time among various
business activities. Mr. Chimelis may engage in other business activities
similar and dissimilar to those engaged in by the Company. To the extent
that Mr. Chimelis engages in such other activities, he will have possible
conflicts of interest in diverting opportunities to other companies,
entities or persons with which they are or may be associated or have an
interest, rather than diverting such opportunities to our Company.
Presently, Mr. Chimelis is a private investor who invests primarily in equity
securities. Further, Mr. Chimelis has formed nine other shell corporations
simultaneously with the formation of our Company, which have a structure and a
business plan identical to that of our Company. It is possible that Mr.
Chimelis will form additional shell corporations in the future, with a
business plan similar or identical to that of the Company. See "Directors,
Executive Officers, Promoters and Control Persons - Other Blank Check
Activities".

In the course of his other business activities, including private
investment activities, Mr. Chimelis may become aware of investment and
business opportunities which may be appropriate for presentation to our
Company as well as the other entities with which he is affiliated.
Consequently, Mr. Chimelis may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.

A director's duty of loyalty to a corporation includes an obligation
not to usurp business opportunities that, in fairness, should belong to the
corporation. In general, officers and directors of a corporation
incorporated under the laws of the State of Florida have a fiduciary duty to
make available to such corporation business opportunities that they become
aware of through their association with the corporation. If a Florida court
finds that an officer or director has violated this obligation, the court may
require the director or officer to pay over to the corporation all profits
made from the transaction or to convey to the corporation any assets that
might have been acquired

by the corporation but for the disloyal act of the director or officer.
Accordingly, as a result of multiple business affiliations, Mr. Chimelis may
have similar legal obligations relating to presenting certain business
opportunities to multiple entities. In addition, conflicts of interest may
arise in connection with evaluations of a particular business opportunity by
our board of directors with respect to the foregoing criteria. We cannot assure
that any of the foregoing conflicts will be resolved in favor of our Company.
In order to minimize potential conflicts of interest which may arise from
multiple corporate affiliations, we will not consider Business Combinations
with entities owned or controlled by our officers, directors, greater than 10%
shareholders or any person who directly or indirectly controls, is controlled by
or is under common control with our Company. We may consider Business
Combinations with entities owned or controlled by persons other than those
persons described above. We cannot assure that any of the foregoing
conflicts will be resolved in favor of our Company.

Mr. Chimelis may actively negotiate for or otherwise consent to the
disposition of any portion of his Common Stock as a condition to or in
connection with a Business Combination. Therefore, it is possible that the
terms of any Business Combination will provide for the sale of some shares of
Common Stock held by Mr. Chimelis or his affiliates. Pursuant to Section.
607.0902(5) of the Florida Business Corporation Act, the Company has inserted
certain provisions in its articles of incorporation which has the effect of
removing the Company from the purview of the control-share acquisition
statute promulgated under Section 607.0902 of the Florida Business
Corporation Act, and hence, the protection afforded by that statute. Thus, it
is likely that our other shareholders will not be afforded the right to sell
their shares of Common Stock in connection with a Business Combination
pursuant to the same terms that Mr. Chimelis will be provided. Also, these
other shareholders will not be afforded an opportunity to approve or consent to
Mr. Chimelis' sale of his shares. See "Description of Business - Shell
Corporation - Selection of a Target Business and Structuring of a Business
Combination". It is likely that Mr. Chimelis' sale of his securities to a Target
Business would be at a price substantially higher than that which he
originally paid; however, any such sale would be determined entirely by the
largely unforeseeable terms of a future agreement with a yet unidentified
Target Business.

1.5 INTENSE COMPETITION FROM OTHER BLANK CHECK COMPANIES.

We expect to encounter intense competition from other entities having a
business plan similar to our business plan. Many of these entities, including
venture capital partnerships and corporations, blind pool companies, large
industrial and financial institutions, small business investment companies
and wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting Business Combinations directly or
through affiliates. Many of these competitors possess greater financial,
marketing, technical, personnel and other resources than our Company and we
cannot assure that we will have the ability to compete successfully. Our
financial resources will be limited in comparison to those of many of our
competitors. This inherent competitive limitation could compel us to select
certain less attractive Target Businesses for a Business Combination. We
cannot assure that any Target Businesses will enable us to meet our stated
business objective. We believe, however, that our status as a reporting

public entity could give us a competitive advantage over privately held
entities having a business plan similar to our business plan.

1.6 UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET BUSINESS.

In the event we effectuate a Business Combination, we will likely
become subject to intense competition from competitors of the Target
Business. Certain industries which experience rapid growth frequently
attract an increasingly larger number of competitors, including competitors
with increasingly greater financial, marketing, technical and other resources
than the initial competitors in the industry. The degree of competition
characterizing the industry of any prospective Target Business cannot
presently be ascertained. We cannot assure that, subsequent to a Business
Combination, we will have the resources to compete effectively, especially to
the extent that the Target Business is in a high-growth industry.

1.7.0 FEDERAL AND STATE STATUTES AND REGULATIONS THAT AFFECT OUR
COMPANY

1.7.1 PENNY STOCK REGULATION - STATE BLUE SKY RESTRICTIONS
- RESTRICTIONS ON MARKETABILITY.

The Securities and Exchange Commission (the "SEC") has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price (as defined) less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. Our
securities may be covered by the penny stock rules, which impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse).

For transactions covered by the rule, the broker-dealers must make a
special suitability determination for the purchase and receive the
purchaser's written agreement of the transaction prior to the sale.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities and also may affect the ability of shareholders of the
Company to sell their shares of Common Stock in the secondary market.

In addition, the SEC has adopted a number of rules to regulate "penny
stocks", which include Section 3(a)(51)(A) and Rules 15g-1, 15g-2, 15g-3,
15g-4, 15g-5, 15g-6, and 15g-9 under the Securities Exchange Act of 1934, as
amended. Because our securities may constitute "penny stocks" within the
meaning of the rules, the rules would apply to our Company and our securities.
The rules may further affect the ability of our shareholders to sell their
shares in any public market which might develop.

Shareholders should be aware that, according to SEC Release No.
34-29093, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include

1. control of the market for the security by one or a few
broker-dealers that are often related to the promoter or
issuer;
2. manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases;
3. "boiler room" practices involving high-pressure sales
tactics and unrealistic price projections by inexperienced
sales persons;
4. excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and
5. the wholesale dumping of the same securities by promoters
and broker-dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse
of those prices and with consequent investor losses.

We are aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market, we
will strive within the confines of practical limitations to prevent the
described patterns from being established with respect to our Company's
securities.

Presently we have 50,000,000 shares of authorized Common Stock with
1,050,000 shares of Common Stock outstanding. See "Description of
Securities". No trading market in our securities presently exists. In light
of the restrictions concerning shell companies contained in many state blue
sky laws and regulations, it is not likely that a trading market will be
created in our securities until such time as a Business Combination occurs
with a Target Business. However, we cannot assure that a trading market
in our securities will develop subsequent to a Business Combination.
Presently, all of our outstanding securities, which includes all shares of
its Common Stock, are restricted pursuant to Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"). So long as all of the conditions
of Rule 144 are met; in (i) February, 2001, 1,050,000 shares of Common Stock
will be eligible for sale under Rule 144, as currently in effect. We cannot
assure; however, that Rule 144 will be available at any time for any
shareholder's shares. The staff at SEC's Division of Corporate Finance is of
the view that Rule 144 is not available for resale transactions for
securities issued by blank check companies, and consequently, that the
resale of such securities cannot occur without registration under the
Securities Act. See "Description of Securities".

1.7.2 REQUISITE AUDITED FINANCIAL STATEMENTS.

Under the Federal securities laws, companies reporting under the
Exchange Act must furnish stockholders certain information about significant
acquisitions, which information may require audited financial statements for
a Target Business with respect to one or more fiscal years, depending upon
the relative size of the acquisition. Consequently, our policy is to only
effect a Business Combination with a Target Business that has available the
requisite audited financial statements. "Description of Securities -
Securities Exchange Act of 1934".

1.7.3 OTHER REGULATIONS

We may participate in a Business Combination by purchasing, trading or
selling the securities of a Target Business. We do not, however, intend to
engage primarily in such activities. We intend to conduct our activities so
as to avoid being classified as an "investment company" under the Investment
Company Act of 1940 (the "Investment Act"), and therefore to avoid
application of the costly and restrictive registration and other provisions of
the Investment Act, and the regulations promulgated thereunder.

Our plan of business may involve changes in our capital structure,
management, control and business, especially if we consummates a Business
Combination as discussed above. Each of these areas is regulated by the
Investment Act in order to protect purchasers of investment company
securities. Since we do not intend to act as an investment company, as
defined in the Investment Act, we will not register as an investment company,
and shareholders will not be afforded the protections afforded by the
Investment Act.

Any securities of a Target Business which we acquire pursuant to
a Business Combination will be "restricted securities" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). Although our
plan of operation does not contemplate the resale or "spin off" transaction
of an acquired Target Business' securities, if we subsequently elect to
resell or "spin off" the Target Business' securities, either an exemption
from registration must be available, or a registration statement must be
declared effective by the SEC. Section 4(1) of the Securities Act, which
exempts sales of securities not involving a public distribution by persons
other than the issuer, could possibly be available to permit a private sale
of a Target Business' securities to a limited number of third persons; but it
would not be available for a "spin off" transaction which would likely
require registration of such specific securities or the class of such
securities.

If we consummate a Business Combination with a Target Business
which operates in an industry which is regulated or licensed by federal,
state or local authorities, compliance with such regulations could be a
time-consuming and expensive process.

1.8 FACILITIES.

Our executive and business offices consist of office space located at
211 Shell Point West, Maitland, Florida 32751. Pursuant to an
oral arrangement, we sub-lease our office space on a month-to-month basis
free of charge from Mr. Chimelis, our sole officer and director. We believe
this office space is adequate to serve our needs until such time as a Business
Combination occurs. We expect to be able to utilize these offices, pursuant
to the terms described above, until such time as a Business Combination
occurs. See "Description of Property" and "Certain Relationships and Related
Transactions".

1.9 EMPLOYEES.

We are presently in our development stage and have no full time
employees. We expect to use consultants, attorneys and accountants as
necessary, and do not anticipate a need to engage any full-time employees
while we are seeking and evaluating Target Businesses. Our need for
employees and their availability will be addressed in connection with the
decision whether or not to consummate a specific Business Combination.

2.0 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This registration statement on Form 10-SB should be read in conjunction
with our audited financial statements attached hereto and included as part of
this Form 10-SB registration statement. This registration statement on Form
10-SB contains forward-looking statements. For this purpose, any statements
contained in it that are not statements of historical fact should be regarded as
forward looking statements. For example, the words "believes,"
"anticipates," "plans," and "expects" are intended to identify forward-
looking statements. There are a number of important factors that could cause
our actual results to differ materially from those indicated by such forward-
looking statements.

2.1 PLAN OF OPERATION

We are presently a development stage company conducting virtually no
business operation, other than our efforts to effect a Business Combination
with a Target Business which we consider to have significant growth potential.
To date, we have neither engaged in any operations nor generated any revenue.
We receive no cash flow. We will carry out our plan of business as discussed
above. See "Description of Business". We cannot predict to what extent our
liquidity and capital resources will be diminished prior to the consummation
of a Business Combination or whether our capital will be further depleted by
the operating losses, if any, of the Target Business which we ultimately
effectuate a Business Combination with.

Since inception, we have received a cash infusion of $1,000.00. With
the exception of certain other professional fees and costs related to a
Business Combination, we expect that we will incur minimal operating costs
and meet our cash requirements during the next 12 months. It is likely,
however, that a Business Combination might not occur during the next 12
months. In the event we deplete our present cash reserves prior to the
effectuation of a Business Combination, we may cease operations and a
Business Combination may not occur. We have no commitments of any kind from
any person to provide us with additional funds. Accordingly, we cannot
assure that any additional funds will be available to our Company to enable
us to pay our expenses. In the event we elect to raise additional capital
prior to the effectuation of a Business Combination, we expect to do so through
the private placement of restricted securities rather than through a public
offering. We do not currently contemplate making a Regulation S offering.

Since inception, all of our Company's out of pocket expenses, which
approximated $1,500.00 were paid pursuant to a $1,000.00 capital infusion
made to our Company by Mr. Chimelis

in exchange for 1,000,000 shares of Common Stock and loans to our Company
made by Mr. Chimelis. See "Recent Sales of Unregistered Securities".

Regardless of whether our cash assets prove to be inadequate to meet
our operational needs, we might seek to compensate service providers by
issuances of stock in lieu of cash. See "Certain Relationships and
Transactions".

3.0 DESCRIPTION OF PROPERTY.

Our executive and business offices consist of office space located at
211 Shell Point West Maitland, Florida 32751. Pursuant to an oral
arrangement, we sub-lease our office space on a month-to-month basis
free of charge from Mr. Chimelis, our sole officer and director. We believe
this office space is adequate to serve our needs until such time as a Business
Combination occurs. We expect to be able to utilize these offices, pursuant
to the terms described above, until such time as a Business Combination
occurs. See "Certain Relationships and Related Transactions".

4.0 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of each person or group known to our Company to be the beneficial
owner of more than five percent (5%) of our Common Stock:

Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Ownership

Mr. Ramon Chimelis 1,000,000 (D) 95.23%
211 Shell Point West
Maitland, Florida 32751

The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of the Company's Common Stock of each of the officers and
directors of the Company, and the officers and directors of the Company as a
group:

Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Ownership

Mr. Ramon Chimelis 1,000,000 (D) 95.23%
211 Shell Point West
Maitland, Florida 32751

All Officers and Directors
as a Group (1 person). 1,000,000 (D) 95.23%

5.0 DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

5.1 OUR CURRENT DIRECTORS AND EXECUTIVE OFFICERS ARE AS FOLLOWS:

Name Age Position
----- ----- ----------
Ramon Chimelis 34 Director, President,
Treasurer, Secretary
_________________________

Mr. Chimelis has served as our director, president, treasurer and
secretary since our inception in January 2000. From 1999 to present, Mr.
Chimelis has been engaged in day trading through Gunslinger Group, Inc., a
privately held investing firm. From 1998 to 1999, Mr. Chimelis served as a
trader at the broker-dealer firm of JOQ Financial, Inc., and from 1995 to 1998,
Mr. Chimelis served as a stock broker at Collner Higgins and Anderson. Mr.
Chimelis studied Business Finance at Brevard Community College from 1984 to
1989.

There are no agreements or understandings for any officer or director to
resign at the request of another person, and none of our officers and
directors are acting on behalf of or will act at the discretion of any other
person. Our initial promoter was Mr. Chimelis. The Company had no other
promoters.

Presently, the only person who performs material operations on behalf
of the Company is Mr. Chimelis, our sole officer and director. Until such
time as a Business Combination occurs, we do not expect any significant
changes in the composition of our officers or board of directors. There are
no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may
directly or indirectly participate in or influence the management of our
affairs.

5.2. OTHER BLANK CHECK ACTIVITIES OF OUR CURRENT DIRECTORS AND EXECUTIVE
OFFICERS

Mr. Chimelis holds identical officer, director and shareholder
positions with a total of ten blank check companies (including the Company).
The following table sets forth, as of the date hereof, these companies'
identities, Mr. Chimelis' amount and percentage of beneficial ownership in
such companies, and the percentage of time he intends to devote to these
companies' affairs:

Percent of Time
Amount and Percentage Intended to Devote
Name, Filing Type of Beneficial Ownership To Company's Affairs
----------------- ------------------------ --------------------

Big Sky Industries I, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries II, Inc. 1,000,000 shrs. (95.23%) 5%

Form 10-SB/12G

Big Sky Industries III, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries IV, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries V, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries VI, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries VII, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries VIII, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries IX, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Big Sky Industries X, Inc. 1,000,000 shrs. (95.23%) 5%
Form 10-SB/12G

Our Company and each of these other entities will be in competition
with each other for Target Businesses. See "Description of Business - Shell
Corporation - Conflicts of Interest". Presently, Mr. Chimelis is not actively
seeking Target Business' to effect a Business Combination with any of the
above-listed companies, since at this time, the SEC has yet to notify any of
the companies listed above that the SEC has no further comments on such
companies' registration statements. Until such time as this occurs, which
cannot be predicted with any degree of certainty, Mr. Chimelis will not
evaluate any Target Business to effect a Business Combination with on behalf
of these companies. Presently, no determination has been made as to these
companies' priority with respect to the order which these companies will
attempt to effectuate a Business Combination once they are prepared to so.
However, as described above, our Company and each of these other entities
will be in competition with each other for Target Businesses. See
"Description of Business - Shell Corporation - Conflicts of Interest".

Other than as described herein, Mr. Chimelis is not affiliated with any
other blank check company.

6.0 EXECUTIVE COMPENSATION.

Mr. Chimelis receives no salary or other compensation in his capacity
as our president and sole officer. Mr. Chimelis has no employment agreement
with our Company and we have no other executive officers. Pursuant to
Instruction (5) to Item 402(a)(2) of Regulation S-B, no table or column is
provided in this section.

COMPENSATION OF DIRECTORS

Mr. Chimelis receives no salary or other compensation in his capacity
as our sole director.

Until we effectuate a Business Combination, we do not anticipated that
any officer or director will receive any compensation from our Company other
than reimbursement for out-of-pocket expenses incurred on behalf of our
Company. See "Certain Relationships and Related Transactions". We have no
stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but our board of directors
may recommend adoption of one or more such programs in the future. No other
arrangements are presently in place regarding compensation to directors for
their services as directors or for committee participation or special
assignments.

7.0 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On January 31, we adopted and agreed to be bound by the terms of an
organizational agreement dated January 31, 2000, with Mr. Chimelis pursuant
to which Mr. Chimelis agreed to provide cash, certain pre-incorporation
services and to take the steps necessary to organize our Company in return
for the issuance to him of our Company securities. Accordingly, on January 31,
2000, we issued Mr. Chimelis a total of 1,000,000 shares of Common Stock
for total consideration of $1,000.00.

Certificates evidencing the Common Stock we issued to Mr. Chimelis have
all been stamped with a restrictive legend, and are subject to stop transfer
orders by our Company. For additional information concerning restrictions
that are imposed upon the securities held by current stockholders, and the
responsibilities of such stockholders to comply with federal securities laws in
the disposition of such Common Stock, See "Market for Common Equity and
Related Stockholder Matters".

No officer, director, promoter, or affiliate of our Company has or
proposes to have any direct or indirect material interest in any asset
proposed to be acquired by our Company through security holdings, contracts,
options, or otherwise.

We have adopted a policy whereby any consulting or finder's fee that
may be paid to a third party for consulting services to assist management in
evaluating a Target Business is to be paid in stock rather than in cash. Any
such issuance of stock would be made on an ad hoc basis.

Accordingly, we are unable to predict whether, or in what amount, such a stock
issuance might be made.

We do not currently anticipate that any other salary, consulting fee,
or finder's fee shall be paid to any Company director or executive officer,
or to any affiliate except as described in this registration statement. See
"Executive Compensation".

Pursuant to Sections. 607.0901(5) and 607.0902(5) of the Florida
Business Corporation Act, our Company has inserted certain provisions in its
articles of incorporation which has the effect of removing us from the
purview of the control-share acquisition and affiliated transaction statutes
promulgated under Sections 607.0901 and 607.0902 of the Florida Business
Corporation Act and hence, the protections afforded by such statutes.

Section. 607.0901 of the Florida Business Corporation Act imposes
limitations on the exercise of corporate control, directly or indirectly, by
a beneficial owner of more than 10% of a corporation's outstanding voting
stock (an "interested shareholder"). The corporation's "disinterested
directors" as defined therein, or a supermajority of the corporation's
shareholders (other than the interested shareholder and related parties) are
required to approve certain business combinations and corporate transactions
with the interested shareholder or any entity or individual controlled by the
interested shareholder ("affiliated transaction"), unless certain statutory
exemptions apply, or the corporation has opted out of the affiliated
transactions statute. The stated purpose of the affiliated transactions
statute is to assure that Florida shareholders who do not tender their shares
in a hostile takeover offer receive a fair price for those shares in a
second-step, freeze-out transaction. By removing the Company from the
purview of Florida's affiliated transaction statute, the consideration
received by selling shareholders in a "second-step" transaction could be less
than the consideration received by the selling shareholders in the initial
transaction. See "Description of Business -Shell Corporation Discussion -
Conflicts of Interest".

Section. 607.0902 of the Florida Business Corporation Act denies
corporate control to an acquirer of control shares by extinguishing the
voting rights of shares of an "issuing public corporation", as defined
therein, acquired in a "control share acquisition", as defined therein.
Voting rights may be reinstated to the extent provided in a shareholders'
resolution approved by (1) each class or series entitled to vote separately on
the proposal by a majority of all votes entitled to be cast by such class or
series and (2) each class or series entitled to vote separately on the
proposal by a majority of all votes entitled to be cast by such class or
series, excluding all "interested shares" (ie., generally speaking, those
shares that may be voted by or at the direction of a person who made a
control-share acquisition or an officer or employee/director of the subject
"issuing public corporation"). The acquisition of shares is not directly
affected, only the voting rights attendant to control shares. Other shares
of the same corporation that are owned or acquired by the same person are not
affected.

The stated purpose of the control share acquisitions statute is to
protect Florida shareholders by affording them an opportunity to decide
whether a change in corporate control is

desirable. By removing the Company from the purview of Florida's control-share
acquisition statute, shares of an "issuing public corporation" acquired
pursuant to a control acquisition are not deemed to be "control-share
acquisitions", which, in the Company's case, effectively denies
non-management/affiliate shareholders an opportunity to approve or consent to
an acquirer's purchase of such management or affiliate's stock pursuant to a
Business Combination. See "Description of Business - Shell Corporation
Discussion - Conflicts of Interest".

8.0 DESCRIPTION OF OUR SECURITIES.

8.1 IN GENERAL.

We are authorized to issue 50,000,000 shares of Common Stock, $0.001
par value and 5,000,000 shares of Preferred Stock. Presently, 1,050,000
shares of Common Stock are outstanding, held of record by two shareholders.
No shares of Preferred Stock are outstanding. No other type of securities
are authorized by our Company at this time.

8.2 COMMON STOCK

The holders of our Common Stock have one vote per share on all matters
(including election of directors) without provision for cumulative voting.
Thus, holders of more than 50% of the shares voting for the election of
directors can elect all of the directors, if they choose to do so. Our
Common Stock is not redeemable and has no conversion or pre-emptive rights.
There are no sinking fund provisions. The Common Stock currently outstanding
is validly issued, fully paid and non-assessable. In the event of
liquidation of our Company, the holders of Common Stock will share equally in
any balance of the Company's assets available for distribution to them after
satisfaction of creditors and preferred shareholders, if any. No shares of
our Common Stock are presently subject to outstanding options or warrants to
purchase, or securities convertible into, common equity of the Company.

8.3 DIVIDENDS

We have not paid any dividends on our Common Stock to date and we do
not presently intend to pay cash dividends prior to the consummation of a
Business Combination. The payment of cash dividends in the future, if any,
will be contingent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to the consummation
of a Business Combination. The payment of any dividends subsequent to a Business
Combination will be within the discretion of our Company's then board of
directors. Our board of director's present intention is to retain all
earnings, if any, for use in our business operations and, accordingly, the
board of directors does not anticipate paying any cash dividends in the
foreseeable future.

8.4 PREFERRED STOCK

Our Articles of Incorporation authorize our Company to issue
5,000,000 shares of

Preferred Stock. Our board of directors is authorized to provide for the
issuance of such Preferred Stock in classes or series and, by filing the
appropriate articles of amendment with the Secretary of State of Florida, is
authorized to establish the number of shares to be included in each class or
series and the preferences, limitations and relative rights of each class or
series, which may consist of a conversion feature whereby such Preferred
Stock may be convertible into Common Stock.

This type of preferred stock is commonly referred to as "blank check
preferred stock". Presently, no shares of Preferred Stock are issued and no
preferences, limitations and relative rights are assigned. We do not
anticipate issuing any shares of Preferred Stock until such time that a
Business Combination is effectuated.

8.5 SECURITIES EXCHANGE ACT OF 1934 REGISTRATION

By virtue of filing this registration statement, we are making an
application with the SEC to register our Common Stock under the provisions of
Section 12(g) of Securities Exchange Act of 1934, as amended ("the Exchange
Act"). This registration will require us to comply with periodic reporting,
proxy solicitations and certain other requirements of the Exchange Act. If we
seek shareholder approval of a Business Combination, our proxy solicitation
materials required to be transmitted to shareholders may be subject to prior
review by the SEC.

Under the federal securities laws, public companies must furnish
certain information about significant acquisitions, which information may
require audited financial statements of an acquired company with respect to
one or more fiscal years, depending upon the relative size of the
acquisition. Consequently, if a prospective Target Business did not have
available and was unable to reasonably obtain the requisite audited financial
statements, in the event we consummated of a Business Combination with such a
Target Business, we could be precluded from (i) any public financing of our
own securities for a period of as long as three years, as such financial
statements would be required to undertake registration of such securities for
sale to the public; and (ii) registration of our securities under the
Exchange Act. As a result these requirements, and in order to remain in
compliance with our own internal policy, all Target Businesses will be
required to possess the requisite audited financial statements prior to the
consummation of a Business Combination. See "Description of Business -
Federal and State Statutes and Regulations That Affect Our Company" and
"Market For Common Equity and Related Stockholder Matters - Market Information".

In the event our obligation to file periodic reports under the Exchange
Act is suspended, we presently intend to continue to file such periodic
reports on a voluntary basis.

8.6 CERTAIN PROVISIONS OF THE COMPANY'S BYLAWS

Our bylaws provide, among other things, that (i) officers and
directors of the Company will be indemnified to the fullest extent permitted
under Florida law. See "Indemnification of Directors and Officers".

8.7 TRANSFER AGENT

We presently serve as our own transfer agent.

PART II

9.0 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

9.1 MARKET INFORMATION

No public trading market presently exists for our Common Stock, and we
have no present plans, proposals, arrangements or understandings with any
person with regard to the development of any trading market in any of our
Company's securities. No shares of Common Stock have been registered for
resale under the blue sky laws of any state. The holders of shares of Common
Stock and persons who may desire to purchase shares of Common Stock in any
trading market that might develop in the future, should be aware that there
may be significant state blue-sky law restrictions upon the ability of
shareholders to sell their shares and of purchasers to purchase the shares of
Common Stock. Some jurisdictions may not allow the trading or resale of
blind-pool or "blank-check" securities under any circumstances. Accordingly,
shareholders should consider the secondary market for the Company's securities
to be a limited one.

It is likely that we will not develop any trading market in our Common
Stock until such time as a Business Combination is effectuated and the
requisite audited financial statements required pursuant to Form 8-K are
filed with the SEC. We cannot assure, however, that a trading market for
our Common Stock will ever develop.

No shares of our Common Stock are presently subject to outstanding
options or warrants to purchase, or securities convertible into, our Common
Stock. However, our Articles of Incorporation authorize our Company to issue
5,000,000 shares of preferred stock ("Preferred Stock"). Our board of
directors is authorized to provide for the issuance of such Preferred Stock in
classes or series and, by filing the appropriate articles of amendment with
the Secretary of State of Florida, is authorized to establish the number of
shares to be included in each class or series and the preferences,
limitations and relative rights of each class or series, which may consist of
a conversion feature whereby such Preferred Stock may be convertible into Common
Stock. This type of preferred stock is commonly referred to as "blank check
preferred stock". As of the date of this registration statement, no shares of
Preferred Stock have been issued by the Company and no preferences,
limitations and relative rights have been assigned. We do not anticipate
issuing any shares of Preferred Stock until such time that a Business
Combination is effectuated. See "Description of Securities - Preferred Stock".

9.2 SALES OF RESTRICTED SHARES

1. Two shareholders hold all of our Common Stock. We presently
have 1,050,000

shares of Common Stock outstanding, and all such shares are
deemed to be "restricted securities," as that term is defined
under Rule 144 promulgated under the Securities Act, in that
such shares were issued in private transactions not involving a
public offering. So long as all of the conditions of Rule 144
are met; in February 2001, 1,050,000 shares of Common Stock will
be eligible for sale under Rule 144, as currently in effect. We
cannot assure; however, that Rule 144 will be available at any
time for any shareholder's shares. The SEC is of the view that
Rule 144 is not available for resale transactions for securities
issued by blank check companies, and consequently, that the
resale of such securities cannot occur without registration
under the Securities Act. See "Description of Securities".
We have not provided to any shareholder registration rights to
register under the Securities Act any shareholder's Common Stock
for sale.

2. In general, under Rule 144, as currently in effect subject to
the satisfaction of certain other conditions, a person,
including an affiliate of our Company (or persons whose shares
are aggregated), who has beneficially owned restricted shares of
Common Stock for at least one year is entitled to sell, within
any three-month period, a number of shares that does not exceed
the greater of:

A. 1% of the total number of outstanding shares
of the same class; or
B. if the Common Stock is traded on a national
securities exchange or the Nasdaq system, the
average weekly trading volume during the four
calendar weeks preceding the sale.

3. A person who has not been an affiliate of the Company for at
least the three months immediately preceding the sale and who
has beneficially owned restricted shares of Common Stock for at
least two years is entitled to sell such shares under Rule 144
without regard to any of the limitations described above.

We cannot assure; however, that Rule 144 will be available at any time
for any shareholder's shares. The staff at SEC's Division of Corporate Finance
is of the view that Rule 144 is not available for resale transactions for
securities issued by blank check companies, and consequently, that the resale
of such securities cannot occur without registration under the Securities Act.

9.3 POTENTIAL EFFECT OF SALES SUBSEQUENT TO A BUSINESS COMBINATION

We have no present plans, proposals, arrangements, understandings or
intention of selling any amount of shares of Common Stock in the public
market subsequent to a Business Combination. Nevertheless, in the event
that substantial amounts of Common Stock are sold in the public market
subsequent to a Business Combination, such sales may adversely affect the price
for the sale of our Common Stock in any trading market which might develop.
We cannot predict the effect, if any, that market sales of restricted shares
of Common Stock or the availability of such shares for sale will

have on the market prices prevailing from time to time.

9.4 DIVIDENDS

We have not paid any dividends on our Common Stock to date and we do
not presently intend to pay cash dividends prior to the consummation of a
Business Combination. The payment of cash dividends in the future, if any,
will be contingent upon our Company's revenues and earnings, if any, capital
requirements and general financial condition subsequent to the consummation of a
Business Combination. The payment of any dividends subsequent to a Business
Combination will be within the discretion of our Company's then board of
directors. Our board of director's present intension is to retain all
earnings, if any, for use in the Company's business operations and,
accordingly, the board of directors does not anticipate paying any cash
dividends in the foreseeable future.

10.0 LEGAL PROCEEDINGS.

We presently are not a party to any material legal proceedings, nor are
we aware of any threatened litigation of a material nature.

11.0 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

Not Applicable.

12.0 RECENT SALES OF UNREGISTERED SECURITIES.

As of the date of this registration statement, we have issued an
aggregate of 1,050,000 shares of Common Stock as follows:

On January 31, 2000, we adopted and agreed to be bound by the terms of
an organizational agreement with Mr. Chimelis pursuant to which Mr. Chimelis
agreed to provide cash in return for the issuance to him of our Company
securities. Accordingly, on January 31, 2000, we issued Mr. Chimelis a total
of 1,000,000 shares of Common Stock at $0.001 per share. The cash
consideration provided by Mr. Chimelis pursuant to the terms of the
organizational agreement totaled $1,000.00. The Company relied on Section
4(2) of the Securities Act since the transaction did not involve any public
offering.

On January 31, 2000, we issued 50,000 shares to one (1) non-accredited
person in exchange for $50.00 in services to the Company, or $0.001 per
share. This person was the only offeree in connection with this transaction.
The Company relied on Section 4(2) of the Securities Act since the
transaction did not involve any public offering.

No underwriters were utilized and no commissions or fees were paid with
respect to any of the above transactions. No other shares of Common Stock
have been issued by our Company in any other transaction.

13.0 DIRECTOR AND OFFICER INDEMNIFICATION.

Our bylaws contain the broadest form of indemnification for our
officers and directors and former officers and directors permitted under
Florida law.

1. Indemnification. Our bylaws generally provide that:
The Company shall indemnify any person who was or is
a party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative
or investigative (other than an action by, or in the
right of the Company) by reason of the fact that he
is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent
of any other corporation, partnership, joint venture,
trust or other enterprise against expenses (including
attorney's fees), judgments, fines, amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding,
including any appeal thereof

2. Standard of Conduct. The above Indemnification shall
occur, if the above described person acted in good
faith in a manner he reasonably believed to be in, or
not opposed to the best interests of the Company, and
with respect to any criminal action or proceeding,
had no reasonable cause to believe that his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contenders or its equivalent
shall not create, of itself, a presumption that the
person did not act in good faith or in a manner which
he reasonably believed to be in, or not opposed to,
the best interests of the Company or, with respect to
any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

3. Indemnification Against Expenses. To the extent that
a director, officer, employee or agent of the Company
has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to
above, or in any defense of any claim, issue or
matter therein, he shall be indemnified against
expenses, including attorneys fees, actually and
reasonably incurred by him in connection therewith.

4. Determination As to Meeting Standard of Conduct. Any
indemnification shall be made only if a determination
is made that indemnification of the director,
officer, employee or agent is proper in the
circumstances because such person has met the
applicable standard of conduct set forth above. Such
determination shall be made either:

(A) 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 (B) by the shareholders who
were not parties to such action, suit or proceeding.

If neither of the above determinations can occur
because the board of directors consists of a sole
director or the Company is owned by a sole
shareholder, then the sole director or sole
shareholder shall be allowed to make such determination.

5. Expenses. Expenses incurred in defending any action,
suit or proceeding may be paid in advance of the
final disposition of such action, suit or proceeding
as authorized in the manner provided above upon
receipt of any undertaking by or on behalf of the
director, officer, employee or agent to repay such
amount, unless it shall ultimately be determined that
he is entitled to be indemnified by the Company.

6. Additional Indemnification. The indemnification
provided shall be in addition to the indemnification
rights provided pursuant to Chapter 607 of the
Florida Statutes, and shall not be deemed exclusive
of any other rights to which any person seeking
indemnification may he entitled under any bylaw,
agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such
person's official capacity and as to action in
another capacity while holding such office, and shall
continue as to a person who has ceased to be a
director, officer, employee or agent of the Company
and shall inure to the benefit of the heirs,
executors and administrators of such a person.

14.0 FINANCIAL STATEMENTS

<PAGE 1> Financial Statements

Big Sky Industries X, Inc.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
September 30, 2000

<PAGE 2> F-1

C O N T E N T S

Page
--------

INDEPENDENT AUDITOR'S REPORT F-2

FINANCIAL STATEMENTS

Balance Sheet F-3

Statement of Loss and Accumulated Deficit During the Development
Stage F-4

Statement of Cash Flows During the Development Stage F-5

Statement of Deficiency in Assets F-6

NOTES TO FINANCIAL STATEMENTS F-7 to F-9

<PAGE 3> F-2

Dohan and Company CPA's 7700 North Kendall Drive, #204
Certified Public Accountants Miami, Florida 33156-7564
A Professional Association Telephone: (305) 274-1366
Fax (305) 274-1368

INDEPENDENT AUDITOR'S REPORT
-----------------------------

Stockholders and Board of Directors
Big Sky Industries X, Inc. (A Development Stage Company)
Orlando, Florida

We have audited the accompanying balance sheet of Big Sky Industries X, Inc.
(A Development Stage Company), as of September 30, 2000, and the related
statement of loss and accumulated deficit during the development stage, cash
flows during the development stage, and deficiency in assets for the period
from inception (January 31, 2000) to September 30, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Big Sky Industries X, Inc.
(A Development Stage Company) at September 30, 2000, and the results of its
operations and its cash flows for the period from inception (January 31,
2000) to September 30, 2000, in conformity with generally accepted accounting
principles.

/s/ Dohan and Company, CPA's
----------------------------
October 26, 2000
Miami, Florida

<PAGE 4> F-3

BIG SKY INDUSTRIES X, INC.
(A Development Stage Company)

Balance Sheet
September 30, 2000

<S> <C>
ASSETS
Cash $ 1,000
-----------
TOTAL ASSETS $ 1,000
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Accounts payable $ 685
------------
TOTAL LIABILITIES 685
------------

COMMITMENTS AND CONTINGENCIES (NOTES 4 AND 5)

DEFICIENCY IN ASSETS

Preferred stock, no par value, 5,000,000 shares authorized;
none outstanding --
Common stock, $.001 par value, 50,000,000 shares authorized,
1,050,000 shares issued and outstanding 1,050
Deficit accumulated during the development stage ( 735)
-----------
TOTAL STOCKHOLDERS' EQUITY 375
-----------

TOTAL LIABILITIES AND STOCKHODLERS' EQUITY $ 1,000
===========

</TABLE>

<PAGE 5> F-4

BIG SKY INDUSTRIES X, INC.
(A Development Stage Company)

STATEMENT OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
For the period from inception (January 31, 2000) to September 30, 2000

<S> <C>
EXPENSES
Professional fees $ 735
-----------

NET LOSS BEFORE INCOME TAXES ( 735)

INCOME TAXES --
-----------

NET LOSS AND CUMULATIVE LOSS DURING THE DEVELOPMENT STAGE $ ( 735)
===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) 1,050,000
===========

BASIC NET LOSS PER SHARE (BASIC AND DILUTED) $ --
===========
</TABLE>

<PAGE 6> F-5

BIG SKY INDUSTRIES X, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS DURING THE DEVELOPMENT STAGE
For the period from inception (January 31, 2000) to September 30, 2000

<S> <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ ( 735)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock exchanged for services 50
Increase in accounts payable 685
-----------
NET CASH USED BY DEVELOPMENT STAGE OPERATING ACTIVITIES --
-----------
CASH FLOWS FROM FIANCING ACTIVITIES:
Sale of common stock 1,000
-----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 1,000
-----------

NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE 1,000

CASH AND EQUIVALENTS - BEGINNING OF PERIOD --
-----------
CASH AND EQUIVALENTS - END OF PERIOD $ 1,000
===========

SUPPLEMENTAL DISCLOSURES
Interest paid $ --
Income taxes paid $ --

</TABLE>

<PAGE 7> F-6

BIG SKY INDUSTRIES X, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY
September 30, 2000

<S> <C> <C> <C> <C>
Additional Deficit
Common Stock Paid-in Accumulated Total
-------------------- Capital During the Stockholders'
DESCRIPTION Shares Amount Development Equity
Stage
----------------------------------------------------------------------------------------------
Sale of common stock 1,000,000 $ 1,000 $ -- $ -- $ --

Common stock exchanged
for services 50,000 50 -- -- 50

Net loss and cumulative loss
during the development stage
for the period ended
September 30, 2000 -- -- -- (735) (735)
----------------------------------------------------------------------------------------------
Balance, September 30, 2000 1,050,000 $ 1,050 $ -- $ (735) $ 315
=============================================================================================================

</TABLE>

<PAGE 8> F-7

NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY AND ORGANIZATION
-----------------------------------

Big Sky Industries X, Inc. (the Company) is a Florida
corporation formed in January 2000. The Company conducts
virtually no business operation, other than their efforts to
seek merger partners or acquisition candidates.

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

INCOME TAXES
-------------

The Company follows Statement of Financial Accounting
Standards No. 109 (FAS 109), "Accounting for Income Taxes".
FAS 109 is an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the
expected future tax consequences of the difference in events
that have been recognized in the Company's financial
statements compared to the tax returns.

BASIC NET LOSS PER COMMON SHARE
-------------------------------

The Company follows the provisions of FASB Statement No.
128 (SFAS No. 128), "Earnings Per Share". SFAS No. 128
requires companies to present basic earnings per share (EPS)
and diluted EPS. Basic EPS is computed by dividing net income
or loss by the weighted average number of common shares
outstanding during each period.

CASH AND CASH EQUIVALENTS
-------------------------

The Company considers all highly liquid investments with
original maturities of three months or less to be cash
equivalents.

DEVELOPMENT STAGE COMPANY
-------------------------

The Company has been devoting its efforts to activities
such as raising capital, establishing sources of
information, and developing markets for its planned
operations. The Company has not yet generated any revenues
and, as such, it is considered a development stage company.

NOTE 2. RELATED PARTY TRANSACTIONS

The Company issued 1,000,000 shares of common stock to the
President of the Company in January 2000. These shares
were issued at par value for a total value of $1,000.

<PAGE 9> F-8

NOTE 3. INCOME TAXES

At September 30, 2000, the Company had a net operating loss
carryforward of approximately $735. This loss may be
carried forward to offset federal income taxes in future
years through the year 2020. However, if subsequently there
are ownership changes in the Company, as defined in Section
382 of the Internal Revenue Code, the Company's ability to
utilize net operating losses available before the ownership
change may be restricted to a percentage of the market value
of the Company at the time of the ownership change.
Therefore, substantial net operating loss carryforwards
could, in all likelihood, be limited or eliminated in future
years due to a change in ownership as defined in the Code.
The utilization of the remaining carryforwards is dependent
on the Company's ability to generate sufficient taxable
income during the carryforward periods and no further
significant changes in ownership.

The Company computes deferred income taxes under the
provisions of FASB Statement No. 109 (SFAS 109), which
requires the use of an asset and liability method of
accounting for income taxes. SFAS No. 109 provides for the
recognition and measurement of deferred income tax benefits
based on the likelihood of their realization in future
years. A valuation allowance must be established to reduce
deferred income tax benefits if it is more likely than not
that, a portion of the deferred income tax benefits will not
be realized. It is Management's opinion that the entire
deferred tax benefit of approximately $110 resulting from
the net operating loss carryforward may not be recognized in
future years. Therefore, a valuation allowance of $110,
equal to the deferred tax benefit, has been established,
resulting in no net deferred tax benefits as of the balance
sheet date.

NOTE 4. COMMITMENTS AND CONTINGENCIES

YEAR 2000
---------

The year 2000 issue results from certain computer systems
and software applications that use only two digits (rather
than four) to define the applicable year. As a result, such
systems and applications may recognize a date of "00" as 1900
instead of the intended year 2000, which could result in data
miscalculations and software failures. The Company does not own
any computer systems as of year-end and does not have any key
suppliers. The Company anticipates purchasing Y2K compliant hardware
and software for its business. The Company has been advised
by its financial institution that they have addressed all of
the year 2000 issues and that they expect to be year 2000
compliant. Thus, the Year 2000 issue is not expected to
have a material impact on the Company's financial position
or results of operations.

OFFICE SPACE
------------
The Company shares its executive offices with a company owned by
the President of the Company. The Company occupies a small portion of
the total space, free of charge, on a month to month basis.

NOTE 5. STOCKHOLDERS' EQUITY

SALE OF SHARES
--------------
In January 2000, the Company issued 1,000,000 shares
of common stock at par value per share, for a total of
$1,000.

COMMON STOCK ISSUED FOR SERVICES
---------------------------------
In January 2000, the Company issued 50,000 shares of common
stock to the Company's legal counsel for services rendered.
These shares were valued at par value for a total value of $50.

<PAGE 10> F-9

NOTE 5. STOCKHOLDERS' EQUITY

PREFERRED STOCK
---------------
The Board of Directors is authorized to establish the rights
and preferences of preferred stock. To date, the Board of
Directors has not established those rights and preferences.

15.0 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

Not Applicable.

16.0 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements for Big Sky Industries X, Inc.

1. Balance Sheet (audited)
2. Statement of Loss and Accumulated Deficit During the
Development Stage (audited)
3. Statement of Cash Flows During the Development Stage
(audited)
4. Statement of Deficiency in Assets (audited)
5. Notes to Financial Statements (audited)

(b) Pursuant to Item 601 of Regulation S-B, the Company
includes the following exhibits:

Exhibit No. Description of Exhibit Sequential Page No.

(3) Charter and Bylaws.

3.1 Articles of Incorporation. 40-42

3.2 Bylaws. 43-58

(4) Instruments defining the rights of security holders.

4.1 Articles of Incorporation.**

4.2 Bylaws.**

(10) Material Contracts.

10.1 Organizational Agreement. 59-60

(27) Financial Data Schedule.

27.1 Financial Data Schedule.

** Incorporated into Exhibit No.3 Charter and Bylaws.

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.

BIG SKY INDUSTRIES X, INC.

Date: December 6, 2000 By:/s/ Ramon Chimelis
-------------------
Ramon Chimelis,
President

<PAGE 40> Exhibit 3.1

ARTICLES OF INCORPORATION

BIG SKY INDUSTRIES X, INC.

The undersigned incorporator, for the purpose of forming a corporation
under the Florida Business Corporation Act, hereby adopt(s) the following
Articles of Incorporation.

ARTICLE I. CORPORATE NAME.

The name of this corporation is Big Sky Industries X, Inc.

ARTICLE II. PRINCIPAL OFFICE.

The principal place of business and mailing address of this corporation
are 201 South Orange Avenue, Suite 910, Orlando, Florida 32801

ARTICLE III. CAPITAL STOCK.

The number of shares of stock that this corporation is authorized to have
outstanding at any one time is:

6. 50,000,000 shares of Common Stock, $0.001 par value; and

7. 5,000,000 shares of Preferred Stock. The board of directors is
authorized to provide for the issuance of such Preferred Stock in
classes and series and, by filing the appropriate articles of
amendment with the Secretary of State of Florida, is authorized to
establish the number of shares to be included in each class and
series and the preferences, limitations, and relative rights of each
class and series.

ARTICLE IV. - NO ANTI-TAKEOVER LAW GOVERNANCE

The corporation hereby elects that the following Florida Statutes shall
not apply to the corporation:

1. F.S. 607.0901, or any laws related thereto, governing affiliated
transactions; and

2. F.S. 607.0902, or any laws related thereto, governing control-share
acquisitions.

ARTICLE V. - DIRECTOR - CONFLICTS OF INTEREST

No contract or other transaction between the corporation and one or more
of its directors, or between the corporation and any other corporation,
firm, association or other entity in which one or more of the directors are
directors or officers, or are financially interested, shall be either void or

<PAGE 41> Exhibit 3.1

voidable because of such relationship or interest or because such director
or directors are present at the meeting of the board of directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or her votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to
the board of directors, or a duly empowered committee thereof, which
authorizes, approves or ratifies the contract or transaction by a
vote or consent sufficient for such purpose without counting the
vote or votes of such interested director or directors; or

(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or
ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board of directors,
committee or the shareholders.

A director of the corporation may transact business, borrow, lend, or
otherwise deal or contract with the corporation to the fullest extent and
subject only to the limitations and provisions of the laws of the State of
Florida and the laws of the United States.

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

ARTICLE VI. - INDEMNIFICATION

The Corporation shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent permitted by law in
existence either now or hereafter.

ARTICLE VII. INITIAL REGISTERED AGENT AND OFFICE.

The name and address of the initial registered agent are David M. Bovi,
319 Clematis Street, Suite 812, West Palm Beach, Florida 33401.

ARTICLE VIII. INCORPORATORS.

The name and street address of the incorporator to these articles of
incorporation are David M. Bovi, 319 Clematis Street, Suite 812, West Palm
Beach, FL 33401.

The undersigned incorporator has executed these articles of incorporation
on January 25, 2000.

/s/ David M. Bovi
_______________________
David M. Bovi, Incorporator

<PAGE 42> Exhibit 3.1

ACCEPTANCE OF REGISTERED AGENT

Having been named to accept service of process for Big Sky Industries
X, Inc., at the place designated in the articles of incorporation, the
undersigned is familiar with and accept the obligations of that position
pursuant to F.S. 607.0501(3)

/s/ David M. Bovi
____________________
David M. Bovi
Date: January 25, 2000

<PAGE 43> Exhibit 3.2

BYLAWS

BIG SKY INDUSTRIES X, INC.

<PAGE 44> Exhibit 3.2

BYLAWS INDEX
-------------
Page Number

ARTICLE I Offices...................................................4
--------

Section 1. Principal Office..........................................4
Section 2. Other Offices.............................................4

ARTICLE II

Seal......................................................4
----

ARTICLE III Meetings of Shareholders..................................4
------------------------

Section 1. Place of Meeting..........................................4
Section 2. Annual Meeting............................................4
Section 3. Special Meetings..........................................5
Section 4. Notice of Meetings........................................5
Section 5. Action by Consent in Writing..............................5
Section 6. Quorum....................................................5
Section 7. Required Vote.............................................5
Section 8. Voting and Proxies........................................6
Section 9. Voting Lists..............................................6
Section 10. Record Date...............................................6
Section 11. Voting of Shares by Certain Holders.......................6

ARTICLE IV Board of Directors........................................7
------------------

Section 1. Powers....................................................7
Section 2. Number....................................................7
Section 3. Election and Term of Office...............................7
Section 4. Vacancies.................................................7
Section 5. Removal...................................................8
Section 6. Place of Meetings.........................................8
Section 7. Regular Meetings..........................................8
Section 8. Special Meetings..........................................8
Section 9. Quorum....................................................8
Section 10. Compensation..............................................8
Section 11. Executive Committee.......................................8
Section 12. Presence at Meetings......................................9
Section 13. Written Consent...........................................9

ARTICLE V Officers .................................................9
----------

Section 1. Designation...............................................9
Section 2. Election..................................................9

<PAGE 45> Exhibit 3.2

Section 3. Subordinate Officers......................................9
Section 4. Removal and Resignation...................................9
Section 5. Vacancies................................................10
Section 6. Chairman of the Board....................................10
Section 7. Chief Executive Officer..................................10
Section 8. President................................................10
Section 9. Vice Presidents..........................................10
Section 10. Secretary................................................11
Section 11. Chief Financial Officer/Treasurer........................11
Section 12. Compensation.............................................12

ARTICLE VI Certificates of Stock....................................12
---------------------

Section 1. Description..............................................12

Section 2. Lost Certificates........................................12

Section 3. Preferences..............................................12

Section 4. Transfers of Stock.......................................13

Section 5. Registered Shareholders..................................13

ARTICLE VII General Provisions.......................................13
-------------------

Section 1. Dividends................................................13

Section 2. Checks............................................... ...13

Section 3. Fiscal Year..............................................13

Section 4. Execution of Deeds, Contracts and Other Documents........13

ARTICLE VIII Amendment to Bylaws......................................14
-------------------

ARTICLE IX Indemnification..........................................14
---------------

Section 1. General...................................................14

Section 2. Expenses..................................................14

Section 3. Standard of Conduct.......................................14

Section 4. Advance Expenses..........................................15

Section 5. Benefit...................................................15

Section 6. Insurance.................................................15

Section 7. Affiliates................................................15

Section 8. Survival..................................................15

ARTICLE X Severability..............................................16
------------

<PAGE 46> Exhibit 3.2

BYLAWS

BIG SKY INDUSTRIES X, INC.

ARTICLE I
OFFICES
-------

SECTION 1. PRINCIPAL OFFICE. The principal office of the
Corporation shall be established and maintained as stated in the initial
registered address of the corporation in the Articles of Incorporation, until
such time as the Board of Directors determines otherwise.

SECTION 2. OTHER OFFICES. The Corporation may have other
offices, either within or without the State of Florida, at such place or
places as the Board of Directors may determine from time to time or the
business of the Corporation may require.

ARTICLE II
SEAL
------

The Corporation shall have a corporate seal which shall be in circular
form and have inscribed thereon the name of the Corporation and the year of
its incorporation and may use the same by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced upon any paper
or document.

ARTICLE III
MEETINGS OF SHAREHOLDERS
--------------------------

SECTION 1. PLACE OF MEETING. All meetings of the shareholders
shall be held at such place within or without the State of Florida as shall
be designated from time to time by the Board of Directors and stated in the
notice of such meeting or in a duly executed waiver of notice thereof.

SECTION 2. ANNUAL MEETINGS. The annual meeting of the shareholders
of the Corporation shall be held on a date and at a time designated by the
Board of Directors. If the day fixed for the annual meeting shall be a legal
holiday in the State of Florida or the state or jurisdiction where the meeting
is to be held, such meeting shall be held on the next succeeding business
day. The purpose of the annual meeting of shareholders shall be to elect
directors and to transact such other business as may come before the meeting.
If the election of directors shall not be held on the day designated for the
annual meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause such election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

<PAGE 47> Exhibit 3.2

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose or purposes, may be called by the Board of Directors or the
holders of not less than one-tenth (1/10) of all the shares entitled to vote
at the meeting, or the President. Business transacted at a special meeting
shall be confined to the purposes stated in the notice of the meeting.

SECTION 4. NOTICE OF MEETINGS. Whenever shareholders are
required or authorized to take any action at a meeting, a notice of such
meeting, stating the place, day and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered, not less than ten (10) nor more than sixty (60) days before the
date set for such meeting, either personally or by first-class mail, by or at
the direction of the Chief Executive Officer, President or Secretary, or the
persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder, at his
address as it appears on the stock transfer books of the Corporation, with
first-class postage prepaid thereon. Written waiver by a shareholder of notice
of a shareholders' meeting, signed by him whether before or after the time
stated thereon, shall be equivalent to the giving of such notice.

SECTION 5. ACTION BY CONSENT IN WRITING. Any action required
or permitted to be taken at any annual or special meeting of the shareholders
of this Corporation may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of all of the outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

SECTION 6. QUORUM. The majority of the shares entitled to
vote there at, present or represented by proxy at any meeting, shall
constitute a quorum of the shareholders for the transaction of business
except as otherwise provided by statute or by the Articles of Incorporation.
If, however, such quorum shall not be present or represented at any meeting
of the shareholders, the shareholders entitled to vote there at, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourn
ed meeting shall be given to each shareholder of record entitled to vote at the
meeting, subject to the provisions of Section 4 hereof. The shareholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.

SECTION 7. REQUIRED VOTE. If a quorum is present at any
meeting, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of
the shareholders, unless the question is one for which, by express provision
of the law or of the Articles of Incorporation or these Bylaws, a different
vote is required, in which case

<PAGE 48> Exhibit 3.2

such express provision shall govern and control the decision of such question.

SECTION 8. VOTING AND PROXIES. Except as otherwise provided in
the Articles of Incorporation or by the terms of any outstanding series of
Preferred Stock of the Corporation, each shareholder shall be entitled at
each meeting and upon each proposal presented at such meeting to one vote in
person or by proxy for each share of voting stock recorded in his name on the
books of the Corporation on the record date fixed as below provided, or if no
such record date was fixed, on the day of the meeting. Every proxy must be
signed by the shareholder or his attorney in fact. No proxy shall be valid
after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the shareholder executing it, except as otherwise provided by law.
If a proxy expressly provides, any proxy-holder may appoint in writing a
substitute to act in his place.

SECTION 9. VOTING LISTS. The Secretary shall have charge of
the stock ledger and shall prepare and make, or cause to be prepared and
made, at least ten (10) days before every meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each shareholder and the
number of shares registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified , at the place where the meeting is to be held.
The list also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
shareholder or proxy who is present. The stock ledger shall be the only
evidence as to who are the shareholders entitled to examine the stock ledger,
the list required by this section or the books of the Corporation, or to vote
in person or by proxy at any meeting of shareholders.

SECTION 10. RECORD DATE. In order that the Corporation may determine
the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix
in advance, but shall not be required to, a record date which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of the shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares outstanding
in the name of another corporation may be voted by such officer, agent or
proxy as the by-laws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy, without a transfer of such shares into
his name. Shares

<PAGE 49> Exhibit 3.2

standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee
and thereafter the pledgee shall be entitled to vote the shares so transferred.
Treasury shares of this corporation's stock owned by another
corporation, the majority of the voting stock of which is owned or controlled
by this corporation, and shares of this corporation's stock held by a
corporation in a fiduciary capacity, shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.

ARTICLE IV
BOARD OF DIRECTORS
-------------------
SECTION 1. POWERS. The business of the Corporation shall be
managed and its corporate powers shall be exercised by its Board of
Directors, except as otherwise provided by statute or by the Articles of
Incorporation.

SECTION 2. NUMBER. Until changed by resolution of the
Directors at any time and from time to time, the Board at any time, shall
consist of at least One (1) director but no more than Five (5) directors.

SECTION 3. ELECTION AND TERM OF OFFICE. Directors shall be elected
at the annual meeting of shareholders, except as provided in Sections 4 and 5
of this Article. At each meeting of shareholders for the election of
directors at which a quorum is present, the persons receiving the greatest
number of votes, up to the number of directors to be elected, shall be the
directors. Each director shall hold office until the next succeeding annual
meeting, or until his successor is elected and qualified, or until his
earlier resignation by written notice to the Secretary of the Corporation, or
until his removal from office.

SECTION 4. VACANCIES. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the
number of directors, may be filled by the affirmative vote of a majority of
the directors then in office, though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected until the
next annual meeting of the shareholders. If there are no directors in office,
then any officer or any shareholder or an executor, administrator, trustee or
guardian of a shareholder or other fiduciary entrusted with like
responsibility for the person or estate of a shareholder, may call a special
meeting of shareholders for the purpose of electing a new Board of Directors.

<PAGE 50> Exhibit 3.2

SECTION 5. REMOVAL. At a special meeting of the shareholders,
duly called expressly for that purpose as provided in these Bylaws, any
director or directors, by the affirmative vote of the holders of a majority of
all the shares of stock outstanding and entitled to vote for the election of
directors, may be removed from office, either with or without cause, and the
remaining directors, in the manner provided in these Bylaws, shall fill any
vacancy or vacancies created by such a removal.

SECTION 6. PLACE OF MEETINGS. Meetings of the Board of Directors of
the Corporation, regular or special, may be held either within or without the
State of Florida.

SECTION 7. REGULAR MEETINGS. The Board of Directors shall hold a
regular meeting each year immediately after the annual meeting of the
shareholders at the place where such meeting of the shareholders was held for
the purpose of election of officers and for the consideration of any other
business that may be properly brought before the meeting. No notice of any
kind to either old or new members of the Board of Directors for such regular
meeting shall be necessary.

SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by any one (1) director, the Chairman of the Board or
the President or Secretary on two (2) days' written notice to each director,
either personally or by mail or by telegram. Notice of any special meeting
of the Board of Directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance by a director at a
special meeting shall constitute a waiver of notice of such special meeting,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because such special meeting is
not lawfully convened.

SECTION 9. QUORUM. A majority of all the directors shall
constitute a quorum for the transaction of business. The affirmative vote of
the majority of directors present at a meeting where a quorum is present
shall be the act of the Board of Directors. If a quorum shall not be present
at any meeting of the Board of Directors a majority of the directors present
there at may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

SECTION 10. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of directors, and the directors may be paid
their expenses, if any, for attendance at each meeting of the Board of
Directors. No such payment shall preclude any director from servicing the
corporation in any other capacity and receiving compensation therefrom.
Directors may set their own compensation for service as officers as well as for
service as directors.

SECTION 11. EXECUTIVE COMMITTEE. The Board, by resolution passed by a
majority of the whole Board, may designate from among its members an
executive committee and one or more other committees, which committees, to
the extent provided in such resolution, shall have and exercise any or all of
the authority of the Board of Directors, except that no such committee shall
have the authority to approve or recommend to the shareholders actions
or proposals required by law

<PAGE 51> Exhibit 3.2

to be approved by the shareholders, designate candidates for the office of
director, fill vacancies on the Board of Directors or any committee thereof,
amend the Bylaws, authorize or approve the re-acquisition of shares unless
pursuant to a general formula or method specified by the Board of Directors,
or authorize or approve the issuance or sale of, or any contract to issue or
sell, shares or designate the terms of a series of a class of shares, unless
pursuant to a general formula or method specified by the Board of Directors,
within specifications authorized by law.

SECTION 12. PRESENCE AT MEETINGS. Members of the Board of Directors
or an executive committee shall be deemed present in person at a meeting of
such Board or committee if a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other is used.

SECTION 13. WRITTEN CONSENT. Any action of the Board of Directors or
of any committee thereof, which is required or permitted to be taken at a
regular or special meeting, may be taken without a meeting if consent in
writing, setting forth the action so to be taken, signed by all of the
members of the Board of Directors or of the committee, as the case may be, is in
the minutes of the proceedings of the Board of Directors or committee.

ARTICLE V
OFFICERS

SECTION 1. DESIGNATION. The Corporation shall have a Chief
Executive Officer, President, Secretary and a Chief Financial Officer/
Treasurer, each of whom shall be elected by the Board of Directors. The
Corporation also may have, at the discretion of the Board of Directors, a
Chairman of the Board and one or more Vice Presidents (however titled).
Assistant Secretaries and Assistant Chief Financial Officers/Treasurers, and
such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article. One person may hold two or more offices.

SECTION 2. ELECTION. The officers of the Corporation, except such
officers as may be elected in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be elected annually by the Board of
Directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be elected
and qualified. Officers shall be elected by the affirmative vote of
the majority of directors present at a meeting where a quorum is present.

SECTION 3. SUBORDINATE OFFICERS. The Board of Directors may
elect 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 of Directors may
determine from time to time.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be
removed, either with

<PAGE 52> Exhibit 3.2

or without cause, by the affirmative vote of the majority of directors
present at any meeting where a quorum is present, or, except in the case of
an officer chosen by the Board of Directors, by any officer upon whom such
power of removal may be conferred by the Board of Directors. Such removal
shall be without prejudice to the contract rights, if any, of the persons
so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.
Any officer may resign at any time by giving written notice to the Board
of Directors, or to the Chairman of the Board, if one shall have been
elected, or the Chief Executive Officer, President or Secretary of the
Corporation. Any such resignation shall take effect at the date of the
receipt of such notice 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. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled by
the Board of Directors for the unexpired portion of the term.

SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there shall be such an officer, if present, shall preside at all meetings of
the Board of Directors and exercise and perform such other powers and duties
as may from time to time be assigned to him by the Board of Directors or
prescribed by these Bylaws.

SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be the Chairman, who shall have management powers of the
corporation. His duties shall include but not be limited to administration
of the corporation, presiding over shareholder meetings, general supervision
of the policies of the corporation as well as general management. The
Chairman shall execute contracts, mortgages, loans, and bonds under the seal of
the corporation. The Chairman shall have such other duties and powers as
determined by the Board of Directors by resolution. He shall preside at all
meetings of the shareholders, and in the absence of the Chairman of the
Board, shall preside at all meetings of the Board of Directors. He shall be
ex-officio a member of all the standing committees, if any, and shall have such
other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.

SECTION 8. PRESIDENT. The President, subject to the control of
the Chief Executive officer and the Board of Directors, shall have general
supervision, direction and control of the business and affairs of the
Corporation. He shall execute deeds, bonds, mortgages and other instruments
on behalf of the Corporation, except where required or permitted by law to be
signed and executed otherwise and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. He shall have such other powers and
duties as may be prescribed by the Chief Executive Officer and/or the Board
of Directors or these Bylaws.

SECTION 9. VICE PRESIDENTS. The Vice Presidents, if any, shall
have such powers and perform such duties as may be prescribed from time to
time for them respectively by the Chairman of the Board, the Chief Executive
Officer, the President, the Board of Directors or these

<PAGE 53> Exhibit 3.2

Bylaws. In the absence of the President or in the event of his death, inability
or refusal to act, the first elected Vice President or a designated Vice
President shall perform 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.

SECTION 10. SECRETARY. The Secretary shall: (a) keep, or cause to be
kept, a book of minutes at the registered or principal office, or such other
place as the Board of Directors may order, 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 at directors, meetings, the number of shares present or represented
at shareholders, meetings and the proceedings thereof; (b) give, or cause to
be given, notice of all the meetings of the shareholders and of the Board of
Directors required by these Bylaws or by law to be given; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on
behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) sign with the President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chief Executive
Officer, the President or by the Board of Directors. The Assistant
Secretaries shall have the powers of the Secretary, as may be assigned to
them by the Board of Directors and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.

SECTION 11. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer/Treasurer, if any, 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 be open
at all reasonable times to inspection by any director.
The Chief Financial Officer/Treasurer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation, shall render to the Chief Executive
Officer, the President and any director, whenever requested, an account of all
his transactions as Chief Financial Officer/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 of Directors or these
Bylaws. As required by the Board of Directors, the Chief Financial Officer/
Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall
determine. The Assistant Chief Financial Officers/Treasurers shall have the
powers of the Chief Financial Officer/Treasurer, as may be assigned to them
by the Board of Directors.

<PAGE 54> Exhibit 3.2

SECTION 12. COMPENSATION. The compensation of the officers and agents
of the Corporation shall be fixed from time to time by the Board of
Directors, or by such officer or officers as said Board shall direct, and no
officer shall be prevented from receiving such compensation by reason of the
fact that he is or was a director of the Corporation.

ARTICLE VI
CERTIFICATES OF STOCK

SECTION 1. DESCRIPTION. Every shareholder shall be entitled to
have for each kind, class or series of stock held a certificate certifying
the number of shares thereof held of record by him. All certificates for
shares shall be consecutively numbered by class or otherwise identified.
Certificates shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary, and may be sealed with the seal of the
Corporation. The seal may be a facsimile, engraved or printed. Where such
certificate is signed by a transfer agent or a registrar other than the
Corporation itself, the signature of any of those officers named herein may be
by facsimile. In case any officer who signed, or whose facsimile signature has
been used on, any certificate shall cease to be such officer for any reason
before the certificate has been delivered by the Corporation, such
certificate may nevertheless be adopted by the Corporation and issued and
delivered as though the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.

SECTION 2. LOST CERTIFICATES. The Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed. The Corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

SECTION 3. PREFERENCES. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of
any class, the distinguishing characteristics of each class or series,
including designations, the relative rights and preferences or limitations as
regards dividend rates, redemption rights, conversion privileges, voting
powers or restrictions or qualifications of voting powers, or such other
distinguishing characteristics as shall be stated either in the Articles of
Incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors or a duly constituted executive
committee shall be set forth in full on the face or back of the certificate
which the Corporation shall issue to represent such kind, class or series of
stock, provided that, in lieu of the foregoing requirements, said provisions may
be either (a) summarized on the f ace or back of the certificate, or (b)
incorporated by reference made on the face or back of the certificate where
such reference states that a copy of said provisions, certified by an
officer of the Corporation, will be furnished by the Corporation or its transfer
agent, without cost, to and upon request of the certificate holder.

<PAGE 55> Exhibit 3.2

SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of this Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

SECTION 5. REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
to hold liable for calls, to the extent permitted by law, a person registered on
its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to interest in such shares on the part of any other
person, regardless of whether it shall have express or other notice thereof,
except as otherwise provided by law.

ARTICLE VII
GENERAL PROVISIONS

SECTION 1. DIVIDENDS. The Board of Directors, at any regular or
special meeting thereof, subject to any restrictions contained in the
Articles of Incorporation, may declare and pay dividends upon the shares of its
capital stock in cash, property or its own shares, except when the
Corporation is insolvent or when the payment thereof would render the
Corporation insolvent.

SECTION 2. CHECKS. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may designate from time to time.

SECTION 3. FISCAL YEAR. The fiscal year of the Corporation
shall end on the 30th day of April.

SECTION 4. EXECUTION OF DEEDS, CONTRACTS AND OTHER DOCUMENTS.
Except as otherwise provided by the Articles of Incorporation and the Board
of Directors, all deeds and mortgages made by the Corporation and all other
written contracts and agreements to which the Corporation shall be a party may
be executed on behalf of the Corporation by the Chairman of the Board, if one
shall have been elected, the Chief Executive Officer, the President or one or
more Vice Presidents, if any shall have been elected, and may be attested to and
the corporate seal affixed thereto by the Secretary or Assistant Secretary. The
Board of Directors may authorize the execution of deeds, mortgages and all
other written contracts and agreements to which the Corporation may be a
party by such other officers, assistant officers or agents, as may be
selected by the said Chairman of the Board, Chief Executive Officer, or
President from time to time and with such limitations and restrictions as said
authorization may prescribe.

<PAGE 56> Exhibit 3.2

ARTICLE VIII
AMENDMENT TO-BYLAWS

These Bylaws may be altered, amended, repealed or added to by the vote
of a majority of the Board of Directors present at any regular meeting of the
said Board, or at a special meeting of the directors called for that purpose,
provided a quorum of the directors is present at such meeting, unless
reserved to the shareholders by the Articles of Incorporation. These Bylaws,
and any amendments thereto, and new Bylaws added by the directors, may
be amended, altered or repealed by the shareholders and the shareholders may
prescribe in any Bylaw made by them that such Bylaw shall not be altered,
amended or repealed by the Board of Directors.

ARTICLE IX
INDEMNIFICATION

SECTION 1. GENERAL. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by, or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of any other
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees), judgments, fines, amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, including any appeal thereof, if he acted in good
faith in a manner he reasonably believed to be in, or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contenders or its equivalent
shall not create, of itself, a presumption that the person did not act in
good faith or in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

SECTION 2. EXPENSES. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
1 above, or in any defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys fees, actually and
reasonably incurred by him in connection therewith.

SECTION 3. STANDARD OF CONDUCT. Any indemnification shall be
made hereunder only if a determination is made that indemnification of the
director, officer, employee or agent is proper in the circumstances because
such person has met the applicable standard of conduct set forth in Section 1
above. Such determination shall be made either (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties
to such action, suit or

<PAGE 57> Exhibit 3.2

proceeding, or (2) by the shareholders who were not parties to such action,
suit or proceeding. If neither of the above determinations can occur because
the Board of Directors consists of a sole director or the Corporation is
owned by a sole shareholder, then the sole director or sole shareholder shall
be allowed to make such determination.

SECTION 4. ADVANCE EXPENSES. Expenses incurred in defending
any action, suit or proceeding may be paid in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Section 3 above upon receipt of any undertaking by or on behalf
of the director, officer, employee or agent to repay such amount, unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

SECTION 5. BENEFIT. The indemnification provided by this
Article shall be in addition to the indemnification rights provided pursuant
to Chapter 607 of the Florida Statutes, and shall not be deemed exclusive of
any other rights to which any person seeking indemnification may he entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent of
the Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.

SECTION 6. INSURANCE. The Corporation shall be empowered to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article.

SECTION 7. AFFILIATES. For the purposes of this Article,
references to "the Corporation" include all constituent corporations absorbed
in a consolidation or merger, as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee
or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same capacity.

SECTION 8. SURVIVAL. Upon the death of any person having a
right to indemnification under this Article, such right shall inure to his
heirs and legal representatives. In addition, such heirs and legal
representatives shall be entitled to indemnification, under the terms of this
Article, against all expenses (including attorney's fees, judgments, fines
and amounts paid in settlement) imposed upon or reasonably incurred by them in
connection with any claim, action, suit or proceeding described in the
foregoing Section 1 on account of such deceased person.

<PAGE 58> Exhibit 3.2

ARTICLE X
SEVERABILITY

The provisions of these Bylaws shall be separable each from any and all
other provisions of these Bylaws, and if any such provision shall be adjudged
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, or the powers granted to this Corporation
by the Articles of Incorporation or Bylaws.

Adopted this 31st day of January, 2000.

By: /s/Ramon Chimelis
----------------------
Ramon Chimelis,
President

(CORPORATE SEAL)

<PAGE 59> Exhibit 10.1

CONSENT TO ACTION TAKEN IN LIEU OF ORGANIZATION MEETING

BIG SKY INDUSTRIES X, INC.

The undersigned being the incorporator of the corporation hereby consent
to and ratify the action taken to organize the corporation as hereafter stated:

The Certificate of Incorporation filed on January 31, 2000 with the
Secretary of State of Florida was approved and inserted in the record book of
the corporation.

The person whose name appear below was appointed interim director of the
corporation to serve until his successors are appointed or elected and shall
qualify:

Ramon Chimelis

The persons whose names appear below were appointed interim officers of
the corporation to serve until their successors are appointed or elected and
shall qualify:

President: Ramon Chimelis
Secretary: Ramon Chimelis
Treasurer: Ramon Chimelis

The corporation's incorporator relinquishes to the corporation's initial
board of directors any and all powers incidental to acting as such incorporator.

By-laws regulating the conduct of the business and affairs of the
corporation were adopted and inserted in the record book.

The seal, an impression of which appears in the margin of this consent was
adopted as the corporate seal of the corporation, and the specimen of
certificates for shares in the form exhibited and inserted in the record book
was adopted as the corporate stock certificate.

The director was authorized to issue the capital stock of the corporation
at such times and in such amounts as he shall determine, and to accept in
payment thereof cash, labor done, personal property, real property or leases
thereof, or such other property as the board may deem necessary for the business
of the corporation.

The director authorized the issuance of 1,000,000 shares of the
corporation's capital stock to Ramon Chimelis in exchange for $1,000.00 cash.

The treasurer was authorized to open a bank account with Bank of America
located in Orlando, Florida.

<PAGE 60> Exhibit 10.1

The president was authorized to designate (i) the principal office of the
corporation in the State of Florida as the office for service of process on
the corporation within the State of Florida, and (ii) to designate such
further agents for service of process within or without this state as is in
the best interests of the corporation. The president was further authorized to
execute any and all certificates or documents to implement the above.

Stockholder

/s/ Ramon Chimelis
---------------------
Ramon Chimelis

DAVID M. BOVI, P.A.,
----------------------
Incorporator

By: /s/ David M. Bovi
----------------------
David M. Bovi, President

Dated: January 31, 2000

A true copy of each of the following papers referred to in the
foregoing consent is appended hereto.

Certificate of Incorporation
By-Laws