U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB/A2



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended June 30, 2000
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                   -----------
                                   2-96430-NY


                     WESTERN INTERNATIONAL PIZZA CORPORATION
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

          NEVADA                                             11-2751630
         --------                                           ------------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)


                 5525 SOUTH 900 EAST, SUITE 110 SALT LAKE CITY,
                                   UTAH 84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 262-8844


                     WESTERN INTERNATIONAL PIZZA CORPORATION
                                  -------------

          (Former Name or Former Address, if changed since last Report)
                        101 S. 108TH AVE., OMAHA NE 68154


Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   Common


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State Issuer's  revenues for its most recent fiscal year:  June 30, 2000 -
$0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     June 30,  2000 -  $61,210.  There are  approximately  61,210,000  shares of
common  voting stock of the Company not held by  affiliates.  Because  there has
been no "public  market" for the  Company's  common  stock  during the past five
years,  the Company has  arbitrarily  valued these shares at par value of $0.001
per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable;


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                  JUNE 30, 2000
                                   397,500,000

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

     Western  International  Pizza,  Corp.  ("Western"),  formerly Kiwi Ventures
Ltd.,  was organized  under the laws of the State of Nevada on January 30, 1985.
On November 4, 1985, the Company amended its Articles of Incorporation  changing
the  name  to  Western   International  Pizza  Corporation  and  increasing  the
authorized  capital to 600,000,000  shares at a par value of $.001 per share. On
November 4, 1985 through a stock exchange  Western's  acquired Wells & Son, Inc.
as a wholly-owned subsidiary.


     Public Offering.
     ---------------

     The Company made a registered  public offering,  on Form S-18, of its $.001
par value common stock.  The public offering was completed on or around July 28,
1985, when the Company sold 1,000,000  units  consisting of ten shares of common
stock and  twenty  redeemable  Class A amd 18  redeemable  Class B common  stock
purchase  warrants.  Each unit was sold for $.20.

     Material Changes in Control Since Inception and Related Business History.
     -------------------------------------------------------------------------

Business.
---------

     Wells had the  franchise  rights,  granted by  Godfather's  Pizza  Inc.,  a
subsidiary of the Pillsbury  Company,  for the State of Arizona for  Godfather's
Pizza  restaurants,  and as of  October  24,  1986  operated  fifteen  (15) such
restaurants.   Wells  began  its  1986  fiscal  year  with  seventeen  operating
Godfather's  Pizza  restaurants.  These operations proved to be unsuccessful and
ended over ten years ago.  Because  the  Company  has no assets and  conducts no
material business, management anticipates that any such venture would require it
to issue  shares of its common  stock as the sole  consideration  to acquire the
venture.  This may  result in  substantial  dilution  of the  shares of  current
stockholders.   The   Company's   Board  of  Directors   shall  make  the  final
determination whether to complete any such venture; the approval of stockholders
will not be sought unless required by applicable  laws,  rules and  regulations,
its  Articles of  Incorporation  or Bylaws,  or contract.  The Company  makes no
assurance that any future  enterprise will be profitable or  successfull.  Other
than the  above-referenced  matters  and  seeking  and  investigating  potential
assets,  property  or  businesses  to  acquire,  the Company has had no material
business operations for over ten years. The Company may begin the search for the
acquisition of assets, property or business that may benefit the Company and its
stockholders, once the Board of Directors sets guidelines of industries in which
the Company may have an interest.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.

Risk Factors.
------------

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven  venture,  and will include those types of risk factors outlined below.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no  assets  and has had no  revenue  for over the past ten  years or to the date
hereof.  Nor will the  Company  receive  any  revenues  until  it  completes  an
acquisition,  reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired  business will produce any material  revenues for
the Company or its  stockholders  or that any such  business  will  operate on a
profitable  basis.  Although  management  intends to apply any  proceeds  it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>

     Absence of Substantive  Disclosure  Relating to  Prospective  Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may  acquire,  potential  investors  in the Company  will have  virtually  no
substantive  information  upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if  the  Company  had  already  identified  a  potential  acquisition  or if the
acquisition  target  had made an  offering  of its  securities  directly  to the
public.  The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.

     Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified  any particular  industry or business in which to
concentrate  its  acquisition  efforts.   Accordingly,   prospective   investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing in the  industry or business in which the Company may acquire.  To the
extent that the Company  may  acquire a business  in a high risk  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.  Accordingly,
it is unclear whether such an acquisition  would take the form of an exchange of
capital stock, a merger or an asset acquisition.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years. At such time as the Company completes a merger
or acquisition  transaction,  if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section   240.15g-2  of  the   Securities   and  Exchange   Commission   require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing  any  shares  that are  deemed to be "penny  stock."  Moreover,  Reg.
Section   240.15g-9  of  the   Securities  and  Exchange   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.
<PAGE>

Principal Products and Services.
--------------------------------

     None; not applicable

Competition.
------------

     None; not applicable

Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     None; not applicable

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------

     None; not applicable

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     None; not applicable

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer,  is not an
investment  company,  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer,  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of $25  million or more.  The
Company is deemed to be a "small business issuer."

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities  Administrators  Association,  Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital markets.

Research and Development.
------------------------

     None; not applicable

Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------

     None; not applicable

Number of Employees.
-------------------

     None; not applicable


Item 2.  Description of Property.
         -----------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its shareholder, Duane Jenson, and are currently provided at
no cost.  Because the  Company has had no  business,  its  activities  have been
limited  to  keeping  itself  in good  standing  in the State of  Nevada.  These
activities  have  consumed  an  insignificant   amount  of  management's   time;
accordingly,  the costs to Mr.  Jenson of  providing  the use of his  office and
telephone have been minimal.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     During the fourth  quarter of the year ended June 30,  2000,  no matter was
submitted to a vote of the Company's  securities  holders,  whether  through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     There  has been no  "public  market"  for  shares  of  common  stock of the
Company.  However,  the Company  intends to submit for quotations  regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers  ("NASD");  however,  management  does not expect  any public  market to
develop unless and until the Company  completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's  common stock
will develop or be maintained.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 890.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

None;

<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  during the last two  calendar  years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture. As of June 30, 2000, it had no cash or cash equivalents.  If additional
funds are required during this period,  such funds may be advanced by management
or stockholders as loans to the Company.  Because the Company has not identified
any such venture as of the date of this Report,  it is impossible to predict the
amount of any such loan.  However,  any such loan should not exceed  $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any  negotiations  with any person  regarding  any
such venture.

Results of Operations.
----------------------

     Other than restoring and maintaing its good corporate standing in the State
of Nevada,  compromising  and settling its debts and seeking the  acquisition of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders,  the Company has had no material  business  operations  in the two
most recent calendar years.

     As of June 30,  2000,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period ended  June 30, 2000,  the Company had a net loss of
$125.  The Company  has  received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

     The Company has no cash or cash  equivalents  on hand. If additional  funds
are required,  such funds may be advanced by management or stockholders as loans
to the  Company.  Because the  Company has not  identified  any  acquisition  or
venture, it is impossible to predict the amount of any such loan.
<PAGE>

Item 7.  Financial Statements.
         ---------------------

     Financial Statements for the years ended June 30, 2000 and 1999

          Independent Auditors' Report

          Balance Sheets - June 30, 2000

          Statements of Operations for the years ended
          June 30, 2000 and 1999

          Statements of Stockholders' Equity for the
          years ended June 30, 2000 and 1999

          Statements of Cash Flows for the years ended
          June 30, 2000 and 1999

          Notes to the Financial Statements

<PAGE>

                           WESTERN INTERNATIONAL PIZZA CORPORATION

                                     FINANCIAL STATEMENTS

                              YEARS ENDED JUNE 30, 2000 AND 1999

                                             AND

                                 INDEPENDENT AUDITORS REPORT


<PAGE>
<TABLE>
<CAPTION>



                           WESTERN INTERNATIONAL PIZZA CORPORATION

                                      Table of Contents

<S>                                                                                       <C>
Independent Auditors' Report                                                              1

Financial Statements

        Statements of Financial Position                                                  2

        Statements of Operations                                                          3

        Statement of Stockholders' Deficit                                                4

        Statements of Cash Flows                                                          7

        Notes to Financial Statements                                                     8

</TABLE>
<PAGE>



               THURMAN SHAW & CO., L.C.
-------------------------------------------------

Certified Public Accountants                            James K. Thurman
                                                        Jeffrey L. Shaw
                                                        Justin R. Shaw


                                 INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
Western International Pizza Corporation
Salt Lake City, Utah


We have audited the  statements of financial  position of Western  International
Pizza  Corporation (a  development  stage company) as of June 30, 2000 and 1999,
and the related statements of operations,  stockholders' deficit, and cash flows
for the three years ended June 30, 2000,  1999 and 1998 and  cumulative  for the
period August 1, 1983 (date of inception) through June 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 audits. The financial statements of Western  International Pizza Corporation
as of July 27, 1986 (not presented herein), were audited by other auditors whose
opinion has been furnished to us, and our opinion, insofar as it relates periods
from  inception  to July 27,  1986,  is based  solely on the report of the other
auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 audits provide 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 Western  International  Pizza
Corporation (a development  stage company) as of June 30, 2000 and 1999, and the
results of its operations,  changes in stockholders'  deficit and cash flows for
the three years ended June 30, 2000,  1999,  1998 and the period  August 1, 1983
(date of inception) through June 30, 2000, in conformity with generally accepted
accounting principles.

The other auditor's report on the July 27, 1986 financial  statements of Western
International  Pizza Corporation  included an explanatory  paragraph  describing
conditions  that  raised  substantial  doubt  about its ability to continue as a
going concern.



Bountiful, Utah
July 10, 2000

                                              1

<PAGE>
<TABLE>
<CAPTION>


                           WESTERN INTERNATIONAL PIZZA CORPORATION
                                (A Development Stage Company)
                               Statements of Financial Position
                                    June 30, 2000 and 1999





                                                                     2000          1999

ASSETS

<S>                                                              <C>            <C>
Current assets                                                   $      -       $     -


      Total assets                                               $      -       $     -




LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Loans from stockholders                                        $       125    $     -

    Total current liabilities                                            125          -

Stockholders' deficit
    Common stock, $.001 par value; 600,000,000
      shares authorized; 397,500,000 shares issued
       and outstanding                                               397,500       397,500

    Additional paid-in capital                                     2,972,862     2,972,862

    Accumulated deficit during the development stage              (3,370,487)   (3,370,362)


        Total stockholders' deficit                                     (125)         -


        Total liabilities and stockholders' deficit              $      -       $     -

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

                                              2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                           WESTERN INTERNATIONAL PIZZA CORPORATION
                                (A Development Stage Company)
                                   Statements of Operations
                           Years Ended June 30, 2000, 1999 and 1998
                        and Cumulative from Inception to June 30, 2000



                                                                                    Cumulative
                                                                                       From
                                                                                     Inception
                                                                                   (August 1, 1983)
                                                                                    To June 30,
                                           2000           1999          1998           2000


<S>                                     <C>           <C>            <C>           <C>
Revenues                                $      -      $      -       $      -      $10,462,193

Operating expenses

    General and Administrative                  125          -              -       13,049,128

Total operating expenses                        125          -              -       13,049,128

Loss before income taxes and
    discontinued operations                    (125)         -              -       (2,586,935)

Income taxes                                   -             -              -             -

Loss from discontinued operations              -             -              -         (783,552)

Net (loss)                                     (125)  $      -       $      -      $(3,370,487)

Basic and diluted (loss) per common share      -      $      -       $      -      $     (0.03)



Weighted average number of common
 shares used in per share calculation   397,500,000   397,500,000    397,500,000   115,829,688


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

                                               3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                 WESTERN INTERNATIONAL PIZZA CORPORATION
                                      (A Development Stage Company)
                                   Statement of Stockholders' Deficit
                          From Inception (August 1, 1983) Through June 30, 2000



                                                                                  Accumulated
                                                                                    Deficit
                                                 Common Stock      Additional     During the
                                                                     Paid-In      Development
                                         Shares        Amount        Capital         Stage         Total

<S>             <C>                           <C>    <C>           <C>           <C>           <C>
Balance, August 1, 1983                       100    $      100    $    44,900   $  (349,686)  $   (304,686)

Wells stock split                           5,900         5,900         (5,900)         -              -

Sale of Wells stock                         4,000         4,000        996,000          -         1,000,000

Issuance of Western stock in
 exchange for Wells stock             317,990,000       308,000       (308,000)         -              -

Net (loss)                                   -             -              -         (189,070)      (189,070)

Balances at July29, 1984              318,000,000       318,000        727,000      (538,756)       506,244

Sale of Western stock                   5,000,000         5,000           -             -             5,000

Stock issuance costs                         -             -           (20,000)         -           (20,000)

Net (loss)                                   -             -              -       (1,048,326)    (1,048,326)

Balances at July 28, 1985             323,000,000       323,000        707,000    (1,587,082)      (557,082)

Sale of Western stock                  10,000,000        10,000        174,760          -           184,760

Western stock split                     7,500,000         7,500         (7,500)         -              -

Sales of Western stock, less
 issuance costs of $84,398             57,000,000        57,000      2,098,602          -         2,155,602

Net (loss)                                   -             -              -         (999,728)      (999,728)

Balances at July 27, 1986             397,500,000       397,500      2,972,862    (2,586,810)       783,552

Net (loss)                                   -             -              -         (783,552)      (783,552)

Balances at July 26, 1987             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

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

                                                     4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                  WESTERN INTERNATIONAL PIZZA CORPORATION
                                       (A Development Stage Company)
                               Statement of Stockholders' Deficit (continued)
                           From Inception (August 1, 1983) Through June 30, 2000


                                                                                  Accumulated
                                                                                    Deficit
                                                 Common Stock      Additional     During the
                                                                     Paid-In      Development
                                         Shares        Amount        Capital         Stage         Total

<S>              <C> <C>              <C>               <C>          <C>          <C>
Balances at July 31, 1988             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 30, 1989             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 29, 1990             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 28, 1991             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 26, 1992             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 25, 1993             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 31, 1994             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 30, 1995             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 28, 1996             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at July 27, 1997             397,500,000       397,500      2,972,862    (3,370,362)          -

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

                                                     5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                  WESTERN INTERNATIONAL PIZZA CORPORATION
                                       (A Development Stage Company)
                               Statement of Stockholders' Deficit (continued)
                           From Inception (August 1, 1983) Through June 30, 2000


                                                                                  Accumulated
                                                                                    Deficit
                                                 Common Stock      Additional     During the
                                                                     Paid-In      Development
                                         Shares        Amount        Capital         Stage         Total


<S>     <C>    <C>    <C>    <C>    <C>    <C>
Net (loss)                                   -             -              -             -              -

Balances at June 30, 1998             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             -              -

Balances at June 30, 1999             397,500,000       397,500      2,972,862    (3,370,362)          -

Net (loss)                                   -             -              -             (125)          (125)

Balances at June 30, 2000             397,500,000    $  397,500    $ 2,972,862   $(3,370,487)   $      (125)

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

                                                     6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                           WESTERN INTERNATIONAL PIZZA CORPORATION
                                (A Development Stage Company)
                                   Statements of Cash Flows
                           Years Ended June 30, 2000, 1999 and 1998
                     and Cumulative from Inception Through June 30, 2000




                                                                                    Cumulative
                                                                                       From
                                                                                     Inception
                                                                                   (August 1, 1983)
                                                                                    To June 30,
                                           2000           1999          1998           2000

Cash Flows From Operating Activities

<S>                                     <C>           <C>            <C>           <C>
  Net (loss)                            $      (125)  $      -       $      -      $(2,586,935)
  Adjustments to reconcile net (loss) to net
    cash used in operating activities
    Depreciation                               -             -              -          640,508
    Loss from discontinued operations          -             -              -         (783,552)
Net cash flows from operating activities       (125)         -              -       (2,729,979)


Cash Flows From Investing Activities
  Acquisitions of property and equipment       -             -              -       (1,664,541)

Net cash flows from investing activities       -             -              -       (1,664,541)


Cash Flows From Financing Activities
  Proceeds from stock issuances                -             -              -        3,370,362
  Net proceeds from debt                       -             -              -        1,024,033
  Proceeds from shareholder loan                125          -              -              125

Net cash flows from financing activities        125          -              -        4,394,520


Net increase/decrease in cash                  -             -              -            -

Cash balance at beginning of period            -             -              -            -

Cash balance at end of period          $       -      $      -      $       -    $       -


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

                                               7
</TABLE>

<PAGE>
                                       Notes (continued)
                            WESTERN INTERNATIONAL PIZZA CORPORATION
                                 (A Development Stage Company)
                                 Notes to Financial Statements



1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

        Nature of Operations

          The Western International Pizza Corporation (the "Company"),  formerly
          Kiwi Ventures  Ltd., was  incorporated  under the laws of the State of
          Nevada on January 30, 1985.  The Company  acquired  Wells & Son,  Inc.
          (Wells) on November 4, 1985 through a stock exchange.  The Company had
          significant  operations  up  through  1987,  but  subsequently  ceased
          operations and reentered the development stage.

          New  directors  were elected at a board  meeting on April 20, 2000. At
          that board meeting, the board of directors changed the fiscal year end
          of the  Company  from the last  Sunday in July to June 30. This change
          has been made retroactive to the period ended June 30, 1998.

        Basic and Diluted Loss Per Share

          The Company  computes  basic and diluted loss per share in  accordance
          with Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
          Earnings  Per  Share.  Basic  loss per  common  share is  computed  by
          dividing  net loss by the  weighted  average  number of common  shares
          outstanding during the period. Diluted loss per share is calculated to
          give effect to stock options.  There were no stock options outstanding
          as of June 30, 2000.  Therefore,  basic and diluted loss per share are
          the same.

        Development Stage Enterprise

          Since it reentered the development  stage,  the Company has spent most
          of its efforts in developing a new business  plan.  There have been no
          sales since the Company reentered the development stage and has had to
          rely  on  financing  from  shareholders.  Therefore,  the  Company  is
          considered to be in the development stage.

        Cash and Cash Equivalents

          The Company  considers  all  short-term  investments  with an original
          maturity of three months or less to be cash equivalents.

        Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and assumptions  that affect certain reported amounts and disclosures.
          Accordingly, actual results could differ from those estimates.


2.      INCOME TAXES

          There  was no  provision  for or  benefit  from  income  taxes for any
          period. An income tax return has not been filed. However, if an income
          tax return had been filed, the Company would have a net operating loss
          carryforward of $3,020,801 that would begin expiring in the year 2000.


                                               8

<PAGE>



Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     For material documentation  respecting the change in the Company's auditor,
see item 12 of the Company's  Current Report on Form 8-K, as filed  September 7,
2000.

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
John Winchester       President        04/00          *
                      Director         04/00          *

Tyler Despain         Vice President   04/00          *
                      Director         04/00          *

Luke Bradley          Secretary        04/00          *
                      Director         04/00          *


</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     John  Winchester,  President  and  a  director  is 25  years  of  age.  Mr.
Winchester   received  a  bachelors  degree  from  the  University  of  Utah  in
Organizational  Communication in May 1999. Mr.  Winchester has been working as a
production  director for a major drafting company,  in Salt Lake City, Utah, for
the past four years..

     Tyler  Despain,  Vice  President  and a  director  is 25 years of age.  Mr.
Despain is  attending  the  University  of Utah,  and will recieve a Bachelor of
Arts, with a degree is sociology in December of 2000.

     Luke Bradley,  Secretary and a director is 23 years of age. Mr.  Bradley is
currently  attending  the  University  of Utah,  in Salt Lake  City.  He will be
graduating  in June of 2001,  with a bachelor of  science,  finance  degee.  Mr.
Bradley is the  owner/manager of Tweeqd,  Inc., a Utah  corporation,  a clothing
company in Salt Lake City, Utah.

Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     None;
<PAGE>

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership,  with the  Securities  and  Exchange  Commission;  there have been no
changes in their  beneficial  ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
John
Winchester,   06/30/00    0     0     0     0      0     0   0
President,
Director


Tyler
Despain       06/30/00    0     0     0     0      0     0   0
Vice Pres./
Director


Luke          06/30/00    0     0     0     0      0     0   0
Bradley,
Secretary
Director

Daniel        06/30/99    0     0     0     0      0     0   0
Shea,         06/30/98    0     0     0     0      0     0   0
Director

John J.
Hughes,       06/30/99    0     0     0     0      0     0   0
Director      06/30/98    0     0     0     0      0     0   0

Maurice J.
Shanley,      06/30/99    0     0     0     0      0     0   0
Director      06/30/98    0     0     0     0      0     0   0

</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending June 30, 2000,  1999, or 1998, or the period ending on the date
of this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.
<PAGE>

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of June 30,  2000,  with the  computations  being  based upon  397,500,000
shares of common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Jenson Services, Inc.*        136,916,474                34%

Phillip Lowery                75,289,340                 19%

VRI Capital Group             63,600,000                 16%

Douglas Wells                 63,600,000                 16%
                              -------                    -----
                              339,405,814                85%

   *             Duane Jenson is the President of Jenson Services, Inc., and may
                 be deemed the beneficial owner of Jenson Services, Inc.
</TABLE>

<PAGE>


Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                            <C>                  <C>
John Winchester                  0                    0%
2215 E. Pinecrest Lane
Sandy, UT 84092

Tyler Despain                    0                    0%
762 East Gable Street
Salt Lake City, UT 84117

Luke Bradley                     0                    0%
4 Sunwood Lane
Sandy, UT 84092
                              -------              ------
All directors and
executive officers               0                    0%
as a group (3 persons)
</TABLE>



Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     See the Company's Current Report on Form 8-K as filed on September 7, 2000,
for information relating to the change in the Company's auditor.

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>
  3.3 (i)                            Articles of Incorporation, filed January
                                     30, 1985

  3.3 (ii)                           Certificate of Amendment of the Articles
                                     of Incorporation, filed November 4, 1985

  3.3 (iii)                          Bylaws

  27                                 Financial Data Schedule
</TABLE>

<PAGE>





                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       WESTERN INTERNATIONAL PIZZA, CORP.



Date: 11/07/00                         /S/ JOHN WINCHESTER
                                       John Winchester
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       WESTERN INTERNATIONAL PIZZA, CORP.



Date: 11/07/00                         /S/ JOHN WINCHESTER
                                       John Winchester
                                       President and Director


Date: 11/07/00                         /S/ TYLER DESPAIN
                                       Tyler DeSpain
                                       Vice President and Director

<PAGE>
EX-3(i)

                            ARTICLES OF INCORPORATION
                               KIWI VENTURES LTD.


     WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGES OF TWENTY-ONE (21) OR MORE,
ACTING AS  INCORPORATORS OF A CORPORATION  UNDER THE GENERAL  CORPORATION LAW OF
NEVADA, ADOPT THE FOLLOWING ARTICLES OF INCORPORATION:,

         ARTICLE I

         NAME:  THE NAME OF THE CORPORATION IS KIWI VENTURES LTD.

         ARTICLE II

          REGISTERED   OFFICE  AND  AGENT:  THE  ADDRESS  OF  THE  CORPORATION'S
          PRINCIPAL  OFFICE IS 2050  ELLIS WAY,  IN THE CITY OF ELKO,  COUNTY OF
          ELKO,  STATE OF NEVADA.  THE  INITIAL  AGENT FOR SERVICE OF PROCESS AT
          THAT ADDRESS WILL BE GATEWAY ENTERPRISES, INC.

         ARTICLE III

          PURPOSE:  THE PURPOSES FOR WHICH THE  CORPORATION  IS ORGANIZED ARE TO
          ENGAGE IN ANY  ACTIVITY OR BUSINESS  NOT IN CONFLICT  WITH THE LAWS OF
          THE STATE OF NEVADA OR OF THE UNITED  STATES OF  AMERICA,  AND WITHOUT
          LIMITING THE GENERALITY OF THE FOREGOING, SPECIFICALLY:

          1. TO HAVE AND TO EXERCISE ALL THE POWERS NOW OR  HEREAFIER  CONFERRED
          BY THE  LAWS  OF THE  STATE  OF  NEVADA  UPON  CORPORATIONS  ORGANIZED
          PURSUANT TO THE LAWS UNDER WHICH THE  CORPORATION IS ORGANIZED AND ANY
          AND ALL ACTS AMENDATORY THEREOF AND SUPPLEMENTAL THERETO.

          2.  TO  DISCOUNT  AND  NEGOTIATE  PROMISSORY  NOTES,  DRAFTS,  BILL OF
          EXCHANGE AND OTHER EVIDENCE OF DEBTS,  AND TO COLLECT FOR OTHERS MONEY
          DUE THEM ON NOTES, CHECKS, DRAFTS, BILL OF EXCHANGE,  COMMERCIAL PAPER
          AND OTHER EVIDENCE OF INDEBTEMESS.

          3. TO PURCHASE OR OTHERWISE  ACQUIRE,  OWN, HOLD, LEASE, SELL, ASSIGN,
          TRANSFER,  MORTGAGE,  PLEDGE, OR OTHERWISE DISPOSE OF, TO GUARANTY, TO
          INVEST,  TRADE,  AND DEAL IN AM WITH PERSONAL  PROPERTY OR EVERY CLASS
          AND DESCRIPTION.

          4. TO ENTER INTO ANY KIND OF CONTRACT  OR  AGREEMENT,  COOPERATIVE  OR
          PROFIT   SHARING  PLAN  WITH  ITS  OFFICERS  OR  EMPLOYEES   THAT  THE
          CORPORATION MAY DEEM  ADVANTAGEOUS OR EXPEDIENT OR OTHERWISE TO REWARD
          OR PAY SUCH PERSONS FOR THEIR SERVICES AS THE DIRECTORS MAY DEEM FIT.

          5. TO PURCHASE,  LEASE, OR OTHERWISE ACQUIRE, IN WHOLE OR IN PART, THE
          BUSINESS,  THE GOOD WILL,  RIGHTS,  FRANCHISES  AND  PROPERTY OF EVERY
          KIND,  AND TO  UNDERTAKE  THE  WHOLE  OR ANY  PART  OF THE  ASSETS  OR
          LIABILITIES,  OF ANY PERSON, FIRM,  ASSOCIATION,  NON-PROFIT OR PROFIT
          CORPORATION,  OR OWN PROPERTY  NECESSARY OR SUITABLE FOR ITS PURPOSES,
          AND TO PAY THE SAME IN CASH, IN THE STOCKS OR BONDS OF THIS COMPANY OR
          OTHERWISE,  TO HOLD OR IN ANY MANNER  DISPOSE OF THE WHOLE OR ANY PART
          OF THE  BUSINESS OR PROPERTY  SO ACQUIRED  AND TO EXERCISE  ALL OF THE
          POWERS NECESSARY OR INCIDENTAL TO THE CONDUCT OF SUCH BUSINESS.

          6. TO LEND OR BORROW MONEY AND TO NEGOTIATE AND MAKE LOANS,  EITHER ON
          ITS OWN ACCOUNT OR AS AGENT, OR BROKER FOR OTHERS.

          7. TO ENTER INTO, MAKE,  PERFORM AND CARRY OUT CONTRACTS OF EVERY KIND
          AND FOR ANY LAWFUL PURPOSE, WITHOUT LIMIT AS TO WITH ANY PERSON, FIRM,
          ASSOCIATION,    COOPERATIVE   PROFIT   OR   NON-PROFIT    CORPORATION,
          MUNICIPALITY,  STATE OR  GOVERNMENT  OR ANY  SUBDIVISION,  DISTRICT OR
          DEPARTMENT THEREOF.

          8. TO BUY,  SELL,  EXCHANGE,  NEGOTIATE,  OR  OTHERWISE  DEAL  IN,  OR
          HYPOTHECATE SECURITIES, STOCKS, BONDS, DEBENTURES, MORTGAGES, NOTES OR
          OTHER COLLATERALS OR SECURITIES,  CREATED OR ISSUED BY ANY CORPORATION
          ORGANIZED  INCLUDING  THIS  CORPORATION,  WITHIN SUCH LIMITS AS MAY BE
          PROVIDED BY LAW, AND WHILE OF ANY SUCH STOCKS OR OTIIER COLLATERALS TO
          EXERCISE ALL RIGHTS, POWERS AND PRIVILEGES OF OWNERSHIP, INCLUDING THE
          RIGHT TO VOTE THE SAME; TO SUBSCRIBE FOR STOCK OF ANY  CORPORATION  TO
          BE ORGANIZED, OTHER THAN TO PROMOTE THE ORGANIZATION THEREOF.

          9.  TO  PURCHASE  OR  OTHERWISE  ACQIJIRE,  OWN,  HOLD,  LEASE,  SELL,
          EXCHANGE,  ASSIGN, MORTGAGE,  PLEDGE, LICENSE, OR OTHERWISE DISPOSE OF
          ANY LETTERS,  PATENTS,  COPYRIGHTS,  OR  TRADEMARKS OF EVERY CLASS AND
          DESCRIPTION.

          10. TO DO ANY AND ALL OTHER SUCH ACTS, THINGS,  BUSINESS OR BUSINESSES
          IN ANY MANNER CONNECTED WITH OR NECESSARY,  INCIDENTAL,  CONVENIENT OR
          AUXILIARY  TO DO ANY OF  THESE  OBJECTS  HEREINBEFORE  ENUMERATED,  OR
          CALCULATED,  DIRECTLY OR  INDIRECTLY,  TO PROMOTE THE  INTEREST OF THE
          CORPORATION;  AND IN CARRYING ON ITS  PURPOSES,  OR FOR THE PURPOSE OF
          OBTAINING OR FURTHERING  ANY OF ITS  BUSINESS,  TO DO ANY AND ALL ACTS
          AND  THINGS,  AND TO  EXERCISE  ANDY  AND ALL  OTHER  POWERES  WHICH A
          CO-PARTNER OR NATURAL-  PERSON COULD DO OR EXERCISE,  AND WHICH NOW OR
          HEREAFTER  MAY BE AUTHORIZED BY LAW, HERE AND IN ANY OTHER PART OF THE
          WORLD.

          11. THE SEVERAL CLAUSES CONTAINED IN THIS STATEMENT OF POWERS SHALL BE
          CONSTRUED AS BOTH PURPOSES AND POWERS. AND THE STATEMENTS CONTAINED IN
          EACH OF THESE  CLAUSES  SHALL BE IN NO WAY LIMITED OR  RESTRICTED,  BY
          REFERENCE TO OR INFERENCE  FROM, THE TERMS OF ANY OTHER  CLAUSES,  BUT
          SHALL  BE  REGARDED  AS  INDEPENDENT   PURPOSES  AND  POWERS;  AND  NO
          RECITATIONS,  EXPRESSION OR  DECLARATION OF SPECIFIC OR SPECIAL POWERS
          OR PURPOSES HEREIN  ENUERATED SHALL BE DEEMED TO BE EXCLUSIVE;  BUT IS
          HEREBY   EXPRESSLY   DECLARED   THAT  ALL  OTHER  LAWFUL   POWERS  NOT
          INCONSISTENT HEREWITH, ARE HEREBY INCLUDED.

         ARTICLE IV

          STOCK: THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
          THE AUTHORITY TO ISSUE IS  300,000,OOO  SHARES AT A PAR VALUE OF $.001
          PER   SHARE.   ALL  STOCK  WHEN   ISSUED   SHALL  BE  FULLY  PAID  AND
          NON-ASSESSABLE.

          NO  HOLDER  OF SHARES  OF  COMMON  STOCK OF THE  CORPORATION  SHALL BE
          ENTITLED,  AS SUCH,  TO ANY  PRE-EMPTIVE  OR  PREFERENTIAL  RIGHTS  TO
          SUBSCRIBE  TO ANY  UNISSUED  STOCK OR ANY OTHER  SECURITIES  WHICH THE
          CORPORATION MAY NOW OR THEREAFTER BE AUTHORIZED TO ISSUE. THE BOARD OF
          DIRECTORS OF THE  CORPORATION  MAY,  HOWEVER,  AT ITS  DISCRETION,  BY
          RESOLUTION  DETERMINE THAT ANY UNISSUED  SECURITIES OF THE CORPORATION
          SHALL BE  OFFERED  FOR  SUBSCRIPTION  SOLELY TO THE  HOLDERS OF COMMON
          STOCK OF THE  CORPORATION  OR  SOLELY TO THE  HOLDERS  OF ANY CLASS OR
          CLASSES OF SUCH STOCK, IN SUCH PROPORTIONS BASED ON STOCK OWNERSHIP AS
          SAID BOARD AT ITS DISCRETION MAY DETERMINE.

          EACH  SHARE  OF  COMMON  STOCK  SHALL  BE  ENTITLED  TO  ONE  VOTE  AT
          STOCKHOLDERS MEETINGS, EITHER IN PERSON OR BY PROXY. CUMULATIVE VOTING
          IN  ELECTIONS  OF  DIRECTORS  AND ALL  OTHER  MATTERS  BROUGHT  BEFORE
          STOCKHOLDERS MEETINGS, WHETHER THEY BE ANNUAL OR SPECIAL, SHALL NOT BE
          PERMITTED.

         ARTICLE V

          STOCKHOLDERS MEETING: MEETINGS OF THE SHAREHOLDERS SHALL BE SUCH PLACE
          WITHIN  OR  WITHOUT  THE STATE OF  NEVADA  AS MAY BE  PROVIDED  BY THE
          BY-LAWS OF THE  CORPORATION.  SPECIAL MEETINGS OF THE SHAREHOLDERS MAY
          BE  CALLED BY THE  PRESIDENT  OR ANY OTHER  EXECUTIVE  OFFICER  OF THE
          CORPORATION,  THE BOARD OF DIRECTORS, OR ANY MEMBER THEREOF, OR BY THE
          RECORD  HOLDER OR HOLDERS OF AT LEAST TEN PERCENT  (10%) OF ALL SHARES
          ENTITLED TO VOTE AT THE METING.  ANY ACTION  OTHERWISE  REQUIRED TO BE
          TAKEN AT A MEETING OF THE SHAREHOLDERS,  EXCEPT ELECTION OF DIRECTORS,
          MAY BE TAKEN WITHOUT A MEETING IF A CONSENT IN WRITING,  SETTING FORTH
          THE ACTION SO TAKEN, SHALL BE SIGNED BY SHAREHOLDERS HAVING AT LEAST A
          MAJORITY OF THE VOTING POWER.

         ARTICLE VI

          COMMENCING BUSINESS: THE CORPORATION SHALL NOT COMMENCE BUSINESS UNTIL
          AT LEAST  $1,000  HAS BEEN  RECEIVED  BY IT AS  CONSIDERATION  FOR THE
          ISSUANCE OF SHARES.

         ARTICLE VII

          STOCK  RIGHTS:  THE BOARD OF  DIRECTORS  SHALL HAVE THE  AUTHORITY  TO
          DETERMINE THE CLASSES AND SERIES OF ANY SUBSEQUENT STOCK ISSUED BY THE
          CORPORATION AND THE RIGHT AND PREFERENCES PERTAINING THERETO.

         ARTICLE VIII

          BOARD OF DIRECTORS:  A MAJORITY OF THE BOARD OF DIRECTORS IS NECESSARY
          TO  CONSTITUTE  A  QUORUM;  AND SO  CONSTITUTED,  THE  BOARD  SHALL BE
          AUTHORIZED  TO TRANSACT SUCH BUSINESS AS MAY BE DELEGATED TO IT BY THE
          STOCKHOLDERS AND WHENEVER THE BOARD OF DIRECTORS SHALL BE SO ASSEMBLED
          AND ACT AS A BOARD,  EITHER WITHIN OF WITHOUT THE STATE OF NEVADA, ANY
          ACTION TAKEN SHALL BE THE ACTION OF THE BOARD OF  DIRECTORS  AND SHALL
          BE  BINDING  UPON THE  CORPORATION,  PROVIDED  THAT  THREE  DAYS PRIOR
          NOTICE,  GIVEN EITHER  ORALLY OR IN WRITING,  OF THE TIME AND PLACE OF
          THE  MEETING  AND  OF  THE  NATURE  OF  THE  BUSINESS  PROPOSED  TO BE
          TRANSACTED  SHALL HAVE BEEN GIVEN TO THE  ENTIRE  BOARD OF  DIRECTORS,
          UNLESS SUCH NOTICE BE WAIVED AS HEREINAFTER PROVIDED. ANY DIRECTOR MAY
          WAIVE NOTICE OF ANY MEETING;  AND IN THE EVENT OF SUCH WAIVER,  NOTICE
          SHALL BE IN WRITING OR A WRITTEN  MEMORANDUM  SHALL BE MADE OF AN ORAL
          WAIVER OF NOTICE.

         ARTICLE IX

          OFFICERS:  THE OFFICERS OF THE CORPORATION SHALL CONSIST OF A BOARD OF
          DIRECTORS OF NOT LESS THAN THREE NOR MORE THAN TWENTY-FIVE. A CHAIRMAN
          OF THE BOARD OF DIRECTORS, A PRESIDENT, A VICE-PRESIDENT,  A SECRETARY
          AND A TREASURER, WHO SHALL PERFORM SUCH DUTIES AND HAVE SUCH AUTHORITY
          AS USUALLY  PERTAINS TO SUCH  OFFICERS OF A  CORPORATION  OR AS MAY BE
          PRESCRIBED BY THE BOARD OF DIRECTORS FROM TIME TO TIME.

          QUALIFICATION  OF OFFICERS:  OFFICERS AND DIRECTORS OF THE CORPORATION
          NEED NOT BE  RESIDENTS  OF THE STATE OF NEVADA AND NEED NOT OWN SHARES
          OF THE CORPORATION'S  STOCK. THE SECRETARY AND TREASURER MAY, BUT NEED
          NOT BE, THE SAME PERSON.

          ELECTION:  DIRECTORS  SHALL BE ELECTED  AT THE  ANNUAL  MEETING OF THE
          SHAREHOLDERS,  AND THE PERSONS  RECEIVING THE HIGHEST  NUMBER OF VOTES
          SHALL BE DECLARED DULY ELECTED, PROVIDING SUCH NUMBERS SHALL REPRESENT
          A  MAJORITY  OF ALL VOTES  CAST.  WITHIN  TEN (10) DAYS AFTER THE ELEC
          TION, THE DIRECTORS SHALL MEET AND ELECT A PRESIDENT,  VICE-PRESIDENT,
          SECRETARY AND TREASURER.

          TERM OF OFFICE: THE TERM OF OFFICE OF ALL DIRECTORS AND OFFICERS SHALL
          BE ONE YEAR,  PROVIDED ALL  DIRECTORS  AND OFFICERS  SHALL HOLD OFFICE
          UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

          RESIGNATION OF OFFICERS:  ANY OFFICER OR DIRECTOR MAY RESIGN BY FILING
          HIS WRITTEN  RESIGNATION WITH THE SECRETARY OF THE CORPORATION,  OR IN
          THE CASE OF THE SECRETARY,  WITH THE PRESIDENT OF THE  CORPORATION AND
          UPON  ACCEPTANCE  THEREOF BY THE BOARD OF  DIRECTORS  OR IF SUCH BOARD
          SHALL NEGLECT TO ACT UPON SUCH  RESIGNATION  WITHIN FOURTEEN (14) DAYS
          AFTER RECEIPT,  THE RESIGNATION  SHALL BECOME EFFECTIVE AND THE OFFICE
          SHALL BE DEEMED VACANT.

          REMOVAL OF OFFICERS:  ANY OFFICER OR DIRECTOR OF THIS  CORPORATION MAY
          BE REMOVED AT ANY TIME  WITHOUT  CAUSE IN THE MANNER  PROVIDED  BY THE
          LAWS OF THE  STATE  OF  NEVADA  FOR THE  REMOVAL  OF SUCH  OFFICER  OR
          DIRECTOR,  OR BY A  MAJORITY  VOTE  OF THE  OUTSTANDING  STOCK  OF THE
          CORPORATION AT ANY SPECIAL MEETING OF THE STOCKHOLDERS CALLED FOR THAT
          PURPOSE AS HEREIN PROVIDED.

          VACANCIES:  IN THE CASE OF DEATH,  DISABILITY,  OR  RESIGNATION OF ANY
          OFFICER  OR  DIRECTOR  OF THE  COMPANY,  THE  REMAINING  DIRECTORS  OR
          DIRECTOR OF THE  COMPANY,  EVENTHOUGH  LESS THAN A QUORUM,  SHALL FILL
          VACANCIES FOR THE UNEXPIRED TERM OR TERMS.

          ORIGINAL DIRECTORS:  THE NUMBER OF DIRECTORS  CONSTITUTING THE INITIAL
          BOARD OF DIRECTORS OF THE  CORPORATION IS THREE (3), AND THE NAMES AND
          ADDRESSES  OF THE  PERSONS  WHO ARE THE  INCORPORATORS  AND WHO ARE TO
          SERVE AS DIRECTORS  UNTIL THE FIRST ANNUAL MEETING OF  SHAREHOLDERS OR
          UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED ARE:

          1. SHIRRELL W. HUGHES 2929 HILLSDEN DRIVE, SALT LAKE CITY, UTAH 84117

          2. KURTIS D. HUGHES 2325 ARBOR LANE, SALT LAKE CITY, UTAH 84117

          3. CATHERINE J. LEAUTUTU 7672 SOUTH 2030 WEST, WEST JORDAN, UTAH 84084

         ARTICLE X

          DURATION:   THE  PERIOD  OF  DURATION  OF  THE  CORPORATION  SHALL  BE
          PERPETUAL.

         ARTICLE XI

          THESE  ARTICLES  OF  INCORPORATION,  BY VOTE OF NOT  LESS  THAN  FIFTY
          PERCENT  OF  THE  ISSUED  AND   OUTSTANDING   CAPITAL   STOCK  OF  THE
          CORPORATION,  MAY BE DEEMED AMENDED IN ANY RESPECT AMENDABLE AT LAW AT
          ANY MEETING.  A COPY OF THE PROPOSED  AMENDMENT  SHALL BE GIVEN TO THE
          STOCKHOLDERS AS PROVIDED IN ARTICLE VI HEREOF, FOR CALLING AND HOLDING
          MEETINGS OF THE STOCKHOLDERS.

         ARTICLE XII

          BY-LAWS.  THE  BOARD  OF  DIRECTORS  OF  THE  CORPORATION  SHALL  HAVE
          AUTHORITY  TO ADOPT SUCH  BY-LAWS AS IN THEIR  JUDGMENT  MAY BE DEEMED
          NECESSARY OR  ADVISABLE  FOR THE  MANAGEMENT  AND  TRANSACTION  OF THE
          BUSINESS  OF THE  CORPORATION  PROVIDED  THAT SUCH  BY-LAWS ARE NOT IN
          CONFLICT WITH THESE ARTICLES OF  INCORPORATION  OR THE CONSTITUTION OF
          THE STATE OF NEVADA.

          IN WITNESS WHEROF, THE UNDERSIGNED INCORPORATORS HAVE HEREUNTO AFFIXED
          THEIR  SIGNATURES  AT SALT LAKE  CITY,  UTAH THIS 25TH DAY OF  JANUARY
          1985.

                                                     /S/ SHIRRELL HUGHES

                                                     /S/ KURTIS HUGHES

                                                     /S/ CATHERINE LEAUTUTU


STATE OF UTAH      )

COUNTY OF SALT LAKE)

          I, KELLIE HUMES, A NOTARY  PUBLIC,  DO HEREBY CERTIFY THAT SHIRRELL W.
          HUGHES,  KURTIS D. HUGHES,  AND CATHERINE J. LEAUTUTU,  DID PERSONALLY
          APPEAR BEFORE ME TO AFFIX THEIR SIGNATURES TO THIS DOCUMENT.

                                                     /S/ NOTARY PUBLIC
<PAGE>
EX-3(ii)

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                               KIWI VENTURES, LTD.



     KIWI VENTURES, LTD. ("Company'), a Nevada corporation, by its President and
Secretary does hereby certify:

     1. The Directors of the  corporation  at a meeting duly held on October 15,
1985, passed a resolution declarinq that the following changes and amendments to
the Company's Articles of Incorporation are advisable:


That Article I of the Company's  Articles of Incorporation be amended to read as
follows:

NAME: THE NAME OF THE CORPORATION IS: WESTERN INTERNATIONAL PIZZA CORPORATION.

That Article IV of the Company's Articles of Incorporation be amended to read as
follows:

STOCK: THE AGGREGATE NUMBER OF SHARES WHiCH THE CORPORATION SHALL HAVE AUTHORITY
TO ISSUE IS 600,000,000 SHARES AT A PAR VALUE OF $.001 PER SHARE. ALL STOCK WHEN
ISSUED SHALL BE FULLY PAID AND NONASSESSABLE.

NO HOLDER OF SHARES OF COMMON STOCK OF THE  CORPORATION  SHALL BE  ENTITLED,  AS
SUCH,  TO ANY  PREEMPTIVE  OR  PREFERENTIAL  RIGHTS TO SUBSCRIBE TO ANY UNISSUED
STOCK OR ANY OTHER  SECURITIES  WHICH THE  CORPORATION  MAY NOW OR THEREAFTER BE
AUTHORIZED TO ISSUE.  THE BOARD OF DIRECTORS OF THE CORPORATION MAY HOWEVER,  AT
ITS  DISCRETION,  BY RESOLUTION  DETERMINE  THAT ANY UNISSUED  SECURITIES OF THE
CORPORATION  SHALL BE OFFERED FOR  SUBSCRIPTION  SOLELY TO THE HOLDERS OF COMMON
STOCK OF THE  CORPORATION  OR SOLELY TO THE  HOLDERS  OF ANY CLASS OR CLASSES OF
SUCH STOCK,  IN SUCH  PROPORTIONS  BASED ON STOCK OWNERSHIP AS SAID BOARD AT ITS
DISCRETION MAY DETERMINE.

EACH  SHARE OF  COMMON  STOCK  SHALL BE  ENTITLED  TO ONE VOTE AT  STOCKHOLDERS'
MEETINGS,  EITHER  IN  PERSON OR BY PROXY.  CUMULATIVE  VOTING IN  ELECTIONS  OF
DIRECTORS AND ALL OTHER MATTERS BROUGHT BEFORE STOCKHOLDERS'  MEETINGS,  WHETHER
THEY BE ANNUAL OR SPECIAL, SHALL NOT BE PERMITTED.

     2. The number of shares of the Company  outstanding and entitled to vote on
the amendments to the Articles of Incorporation  in 79,500,000  shares of $0.001
par value common stock and the  amendments  have been approved at a meeting held
on November 4, 1985,  by the vote of  shareholders  holding  58,277,500  shares,
which is a majority of the  outstanding  shares being  entitled to vote thereon.
The Company has only one class of outstanding stock.

IN WITNESS WHEREOF,  the Company has caused this Certificate to be signed by its
President and its Secretary on November 4, 1985.

KIWI VENTURES, LTD.,
a Nevada corporation

BY: /S/ DOUGLAS WELLS, President

ATTEST:

BY: /S/ KATHY CARLSON, Secretary

STATE OF NEBRASKA
) ss.
COUNTNY OF DOUGLAS

On this 4th day of  November,  1985,  before  me, a  Notary  Public,  personally
appeared Douglas L. Wells and Kathy Carlson who  acknowledged  that they are the
President and  Secretary,  respectively,  of Kiwi  Ventures,  Ltd. and that they
executed the above  instrument in such  capacities  on behalf of Kiwi  Ventures,
Ltd.

Witness my hand and official seal.
My Commission expires: 2-4-89

/S/ NOTARY PUBLIC


<PAGE>
EX-3(iii)



                                     BYLAWS
                                       OF
                        WESTERN INTERNATIONAL PIZZA CORP.

                                    ARTICLE I
                                     OFFICES

Section 1.01  Location of Office.  The  corporation  may  maintain  such offices
within or without the State of Nevada as the Board of Directors may from time to
time designate or require.

Section  1.02  Principal  Office.  The  address of the  principal  office of the
corporation  shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant  Governor/Secretary of State of
the state of  incorporation,  or at such other address as the Board of Directors
shall from time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be held
in May of each year or at such other time  designated  by the Board of Directors
and as is provided for in the notice of the meeting, for the purpose of electing
directors and for the  transaction of 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 the election to be held at a special  meeting of
the shareholders as soon thereafter as may be convenient.

Section 2.02  Special  Meetings.  Special  meetings of the  shareholders  may be
called at any time by the chairman of the board, the president,  or by the Board
of Directors,  or in their absence or  disability,  by any vice  president,  and
shall be called by the president or, in his or her absence or  disability,  by a
vice president or by the secretary on the written  request of the holders of not
less than  one-tenth  of all the shares  entitled to vote at the  meeting,  such
written  request  to state the  purpose or  purposes  of the  meeting  and to be
delivered  to the  president,  each  vice-president,  or  secretary.  In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.

Section 2.03 Place of Meetings.  The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
A waiver of notice signed by all shareholders  entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the  holding  of such  meeting.  If no  designation  is made,  or if a
special  meeting  be  otherwise  called,  the place of  meeting  shall be at the
principal office of the corporation.



<PAGE>

Section 2.04 Notice of Meetings.  The secretary or assistant secretary,  if any,
shall cause notice of the time,  place,  and purpose or purposes of all meetings
of the shareholders  (whether annual or special), to be mailed at least ten (10)
days,  but not  more  than  fifty  (50)  days,  prior  to the  meeting,  to each
shareholder of record entitled to vote.

Section 2.05 Waiver of Notice.  Any  shareholder may waive notice of any meeting
of shareholders (however called or noticed, whether or not called or noticed and
whether before,  during,  or after the meeting),  by signing a written waiver of
notice or a consent  to the  holding  of such  meeting,  or an  approval  of the
minutes  thereof.  Attendance  at a  meeting,  in  person  or  by  proxy,  shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent,  or approval is signed or any  objections  are made.  All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06 Fixing  Record Date.  For the purpose of  determining  shareholders
entitled to notice of or to vote at any annual  meeting of  shareholders  or any
adjournment thereof, or shareholders entitled to receive payment of any dividend
or in  order  to make a  determination  of  shareholders  for any  other  proper
purpose,  the Board of Directors of the  corporation  may provide that the share
transfer  books  shall be closed,  for the purpose of  determining  shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
fifty  (50) days.  If the share  transfer  books are  closed for the  purpose of
determining  shareholders entitled to notice of or to vote at such meeting, such
books  shall be closed  for at least ten (10) days  immediately  preceding  such
meeting.

In lieu of closing the share transfer  books,  the Board of Directors may fix in
advance a date as the record date for any such  determination  of  shareholders,
such date in any case to be not more than fifty  (50) and,  in case of a meeting
of  shareholders,  not less  than ten (10)  days  prior to the date on which the
particular  action requiring such  determination of shareholders is to be taken.
If the share  transfer  books are not closed and no record date is fixed for the
determination  of shareholders  entitled to notice of or to vote at a meeting or
to receive  payment of a  dividend,  the date on which  notice of the meeting is
mailed or the date on which the  resolution of the Board of Directors  declaring
such dividend is adopted,  as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of  shareholders  has been made as provided in this Section,
such  determination  shall apply to any adjournment  thereof.  Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.

<PAGE>

Section 2.07 Voting Lists. The officer or agent of the corporation having charge
of the share transfer books for shares of the  corporation  shall make, at least
ten (10) days before each meeting of the  shareholders,  a complete  list of the
shareholders  entitled  to vote  at such  meeting  or any  adjournment  thereof,
arranged in  alphabetical  order,  with the address of, and the number of shares
held by each,  which list,  for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered  office of the  corporation and shall be
subject to inspection by any  shareholder  during the whole time of the meeting.
The  original  share  transfer  book  shall be prima  facia  evidence  as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.

Section  2.08  Quorum.  One-half of the total  voting  power of the  outstanding
shares of the corporation  entitled to vote,  represented in person or by proxy,
shall  constitute  a quorum at a  meeting  of the  shareholders.  If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting  and  entitled  to vote on the  subject  shall  constitute
action by the  shareholders,  unless  the vote of a greater  number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the  Articles of  Incorporation.  If less than  one-half  of the  outstanding
voting  power is  represented  at a  meeting,  a majority  of the  voting  power
represented  by shares so present  may  adjourn  the  meeting  from time to time
without  further  notice.  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 noticed.

Section  2.09  Voting  of  Shares.  Each  outstanding  share of the  corporation
entitled to vote shall be entitled to one vote on each matter  submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are  determined  and specified as greater
or lesser  than one vote per share in the manner  provided  by the  Articles  of
Incorporation.

Section 2.10  Proxies.  At each meeting of the  shareholders,  each  shareholder
entitled  to vote  shall be  entitled  to vote in person or by proxy;  provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing  such  proxy to act  shall  have been  executed  in  writing  by the
registered holder or holders of such shares, as the case may be, as shown on the
share  transfer of the  corporation  or by his or her or her attorney  thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled  to vote the shares so held and the  persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.

Section 2.11 Written Consent to Action by  Shareholders.  Any action required to
be taken at a meeting  of the  shareholders,  or any other  action  which may be
taken at a meeting of the  shareholders,  may be taken  without a meeting,  if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

<PAGE>

                                   ARTICLE III
                                    DIRECTORS

Section  3.01  General  Powers.  The  property,  affairs,  and  business  of the
corporation  shall be managed by its Board of Directors.  The Board of Directors
may exercise all the powers of the  corporation  whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of  Incorporation  or by these Bylaws,  vested solely in the shareholders of the
corporation.

Section 3.02 Number,  Term,  and  Qualifications.  The Board of Directors  shall
consist of three to nine  persons.  Increases or decreases to said number may be
made,  within the numbers  authorized by the Articles of  Incorporation,  as the
Board of  Directors  shall from time to time  determine  by  amendment  to these
Bylaws.  An  increase or a decrease in the number of the members of the Board of
Directors may also be made upon  amendment to these Bylaws by a majority vote of
all of the  shareholders,  and the number of  directors  to be so  increased  or
decreased shall be fixed upon a majority vote of all of the  shareholders of the
corporation.  Each director  shall hold office until the next annual  meeting of
shareholders  of the  corporation and until his or her successor shall have been
elected and shall have  qualified.  Directors need not be residents of the state
of incorporation or shareholders of the corporation.

Section 3.03 Classification of Directors.  In lieu of electing the entire number
of directors annually,  the Board of Directors may provide that the directors be
divided  into either two or three  classes,  each class to be as nearly equal in
number as  possible,  the term of office of the  directors of the first class to
expire at the first annual meeting of shareholders after their election, that of
the second class to expire at the second annual  meeting  after their  election,
and that of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification,  the number of
directors  equal to the number of the class  whose  term  expires at the time of
such meeting shall be elected to hold office until the second  succeeding annual
meeting,  if there be two classes, or until the third succeeding annual meeting,
if there be three classes.

Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately  following,  and at the
same place as, the annual  meeting of  shareholders.  The Board of Directors may
provide by resolution the time and place,  either within or without the state of
incorporation,  for the holding of  additional  regular  meetings  without other
notice than such resolution.

Section 3.05 Special Meetings. Special meetings of the Board of Directors may be
called  by or at the  request  of the  president,  vice  president,  or any  two
directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the state of
incorporation,  as the place for  holding  any  special  meeting of the Board of
Directors called by them.


<PAGE>

Section 3.06  Meetings by  Telephone  Conference  Call.  Members of the Board of
Directors may  participate in a meeting of the Board of Directors or a committee
of  the  Board  of  Directors  by  means  of  conference  telephone  or  similar
communication  equipment  by means of which  all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Section shall constitute presence in person at such meeting.

Section 3.07 Notice.  Notice of any special  meeting shall be given at least ten
(10) days prior thereto by written notice delivered personally or mailed to each
director at his or her regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed,  with postage thereon  prepaid.  If notice be given by
telegram,  such  notice  shall be deemed to be  delivered  when the  telegram is
delivered  to the  telegraph  company.  Any  director  may  waive  notice of any
meeting.  Attendance  of a director at a meeting  shall  constitute  a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.

Section 3.08 Quorum.  A majority of the number of directors  shall  constitute a
quorum for the transaction of business or any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting. The act of a majority of the directors present at
a  meeting  at  which a  quorum  is  present  shall  be the act of the  Board of
Directors, and the individual directors shall have no power as such.

Section 3.10 Vacancies and Newly Created  Directorship.  If any vacancies  shall
occur in the Board of Directors by reason of death, resignation or otherwise, or
if the number of directors  shall be  increased,  the  directors  then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office,  though less than a quorum, in
any way  approved by the  meeting.  Any  directorship  to be filled by reason of
removal of one or more directors by the  shareholders  may be filled by election
by the  shareholders  at the  meeting at which the  director  or  directors  are
removed.

Section  3.11  Compensation.  By  resolution  of the  Board  of  Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

<PAGE>

Section 3.12 Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any  corporate  matter
is taken shall be presumed to have  assented to the action  taken  unless his or
her  dissent  shall be entered in the minutes of the  meeting,  unless he or she
shall file his or her written  dissent to such action with the person  acting as
the secretary of the meeting before the  adjournment  thereof,  or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately  after the  adjournment of the meeting.  Such right to dissent shall
not apply to a director who voted in favor of such action.

Section 3.13  Resignations.  A director  may resign at any time by  delivering a
written resignation to either the president, a vice president, the secretary, or
assistant  secretary,  if any. The  resignation  shall  become  effective on its
acceptance by the Board of Directors;  provided, that if the board has not acted
thereon within ten days (10) from the date presented,  the resignation  shall be
deemed accepted.

Section 3.14 Written  Consent to Action by Directors.  Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a  meeting  of the  directors  or of a  committee,  may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.

Section 3.15 Removal.  At a meeting  expressly  called for that purpose,  one or
more  directors  may be  removed  by a vote  of a  majority  of  the  shares  of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

                              ARTICLE IV OFFICERS

Section 4.01 Number.  The officers of the corporation shall be a president,  one
or more  vice-presidents,  as shall be  determined by resolution of the Board of
Directors, a secretary, a treasurer, and such other officers as may be appointed
by the Board of Directors.  The Board of Directors  may elect,  but shall not be
required  to elect,  a  chairman  of the board  and the Board of  Directors  may
appoint a general manager.

Section 4.02 Election, Term of Office, and Qualifications. The officers shall be
chosen by the Board of Directors annually at its annual meeting. In the event of
failure  to choose  officers  at an annual  meeting  of the Board of  Directors,
officers  may be  chosen  at any  regular  or  special  meeting  of the Board of
Directors.  Each such officer  (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise)  shall hold his or her office until
the next ensuing  annual  meeting of the Board of Directors and until his or her
successor  shall have been chosen and qualified,  or until his or her death,  or
until his or her  resignation or removal in the manner provided in these Bylaws.
Any one  person  may  hold  any two or more of such  offices,  except  that  the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any  instrument in the capacity of more than one office.
The  chairman  of the  board,  if any,  shall be and  remain a  director  of the
corporation  during the term of his or her office.  No other  officer  need be a
director.
<PAGE>

Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title,  hold office for such period,  have such  authority,  and
perform such duties as the Board of Directors  from time to time may  determine.
The Board of  Directors  from time to time may  delegate to any officer or agent
the power to appoint  any such  subordinate  officer or agents and to  prescribe
their respective titles, terms of office,  authorities,  and duties. Subordinate
officers need not be shareholders or directors.

Section 4.04  Resignations.  Any officer may resign at any time by  delivering a
written resignation to the Board of Directors,  the president, or the secretary.
Unless  otherwise  specified  therein,  such  resignation  shall take  effect on
delivery.

Section  4.05  Removal.  Any officer  may be removed  from office at any special
meeting  of the  Board of  Directors  called  for that  purpose  or at a regular
meeting,  by vote of a majority of the  directors,  with or without  cause.  Any
officer or agent  appointed in  accordance  with the  provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

Section 4.06 Vacancies and Newly Created Offices.  If any vacancy shall occur in
any office by reason of death, resignation,  removal,  disqualification,  or any
other cause,  or if a new office shall be created,  then such vacancies or newly
created  offices may be filled by the Board of Directors at a regular or special
meeting.

Section 4.07 The Chairman of the Board.  The Chairman of the Board,  if there be
such an officer, shall have the following powers and duties:

          (a) He or she shall preside at all shareholders' meetings;

          (b) He or she shall preside at all meetings of the Board of Directors;
          and

          (c) He or she shall be a member of the executive committee, if any.

Section 4.08 The President.  The president  shall have the following  powers and
duties:

(a) If no  general  manager  has been  appointed,  he or she  shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors,  shall have general charge of the business,  affairs, and property
of the corporation and general  supervision  over its officers,  employees,  and
agents;

(b) If no chairman of the board has been chosen, or if such officer is absent or
disabled,  he or she shall preside at meetings of the  shareholders and Board of
Directors;

(c) He or she shall be a member of the executive committee, if any;


<PAGE>


(d) He or she shall be empowered to sign certificates representing shares of the
corporation,  the issuance of which shall have been  authorized  by the Board of
Directors; and

(e) He or she  shall  have all  power  and shall  perform  all  duties  normally
incident to the office of a president of a corporation,  and shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

Section 4.10 The Secretary.  The secretary  shall have the following  powers and
duties:

(a) He or she shall keep or cause to be kept a record of all of the  proceedings
of the  meetings  of the  shareholders  and of the Board of  Directors  in books
provided for that purpose;

(b) He or she shall  cause all notices to be duly given in  accordance  with the
provisions of these Bylaws and as required by statute;

(c) He or she  shall  be the  custodian  of the  records  and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates  representing  shares of the corporation  prior to the issuance
thereof  and to all  instruments,  the  execution  of  which  on  behalf  of the
corporation  under its seal shall have been duly  authorized in accordance  with
these Bylaws, and when so affixed, he or she may attest the same;

(d) He or she shall assume responsibility that the books,  reports,  statements,
certificates,  and other documents and records  required by statute are properly
kept and filed;

(e) He or she shall have charge of the share books of the  corporation and cause
the share  transfer  books to be kept in such  manner as to show at any time the
amount of the shares of the  corporation  of each class issued and  outstanding,
the  manner  in which and the time  when  such  stock  was paid  for,  the names
alphabetically  arranged and the addresses of the holders of record thereof, the
number of shares  held by each  holder and time when each  became such holder or
record;  and he or she shall  exhibit at all  reasonable  times to any director,
upon  application,  the original or duplicate  share  register.  He or she shall
cause the share book referred to in Section 6.04 hereof to be kept and exhibited
at the principal office of the corporation,  or at such other place as the Board
of Directors  shall  determine,  in the manner and for the purposes  provided in
such Section;

(f) He or she shall be empowered to sign certificates representing shares of the
corporation,  the issuance of which shall have been  authorized  by the Board of
Directors; and

(g) He or she shall  perform in general  all  duties  incident  to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

<PAGE>

Section 4.11 The Treasurer.  The treasurer  shall have the following  powers and
duties:

(a) He or she shall have charge and supervision  over and be responsible for the
monies, securities, receipts, and disbursements of the corporation;

(b) He or  she  shall  cause  the  monies  and  other  valuable  effects  of the
corporation to be deposited in the name and to the credit of the  corporation in
such banks or trust companies or with such banks or other  depositories as shall
be selected in accordance with Section 5.03 hereof;

(c) He or she shall  cause the  monies of the  corporation  to be  disbursed  by
checks or drafts  (signed as  provided  in  Section  5.04  hereof)  drawn on the
authorized depositories of the corporation,  and cause to be taken and preserved
property vouchers for all monies disbursed;

(d) He or she shall render to the Board of Directors or the president,  whenever
requested,  a statement of the financial condition of the corporation and of all
of this  transactions  as treasurer,  and render a full financial  report at the
annual meeting of the shareholders, if called upon to do so;

(e) He or she  shall  cause  to be kept  correct  books  of  account  of all the
business  and  transactions  of the  corporation  and exhibit  such books to any
director on request during business hours;

(f) He or she shall be empowered  from time to time to require from all officers
or agents of the corporation  reports or statements given such information as he
or she may desire  with  respect to any and all  financial  transactions  of the
corporation; and

(g) He or she shall  perform in general  all  duties  incident  to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

Section 4.12 General  Manager.  The Board of Directors  may employ and appoint a
general  manager who may, or may not, be one of the officers or directors of the
corporation.  The general  manager,  if any, shall have the following powers and
duties;

(a) He or she shall be the  chief  executive  officer  of the  corporation  and,
subject to the  directions of the Board of Directors,  shall have general charge
of the business affairs and property of the corporation and general  supervision
over its officers, employees, and agents;

(b) He or she shall be charged with the exclusive  management of the business of
the corporation  and of all of its dealings,  but at all times be subject to the
control of the Board of Directors;

<PAGE>

(c)  Subject  to the  approval  of  the  Board  of  Directors  or the  executive
committee,  if any, he or she shall employ all employees of the corporation,  or
delegate such  employment to subordinate  officers,  and shall have authority to
discharge any person so employed; and

(d) He or she shall make a report to the  president  and  directors  as often as
required,  setting forth the results of the operations  under his or her charge,
together with  suggestions  looking  toward  improvement  and  betterment of the
condition of the  corporation,  and shall perform such other duties as the Board
of Directors may require.

Section 4.13 Salaries.  The salaries and other  compensation  of the officers of
the  corporation  shall be fixed  from time to time by the  Board of  Directors,
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents  appointed in accordance  with the provisions of Section 4.03
hereof.  No  officer  shall be  prevented  from  receiving  any such  salary  or
compensation  by  reason of the fact  that he or she is also a  director  of the
corporation.

Section 4.14 Surety Bonds. In case the Board of Directors shall so require,  any
officer or agent of the  corporation  shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct,
conditioned  upon  the  faithful  performance  of  his  or  her  duties  to  the
corporation,  including  responsibility for negligence and for the accounting of
all property,  monies,  or securities of the corporation which may come into his
or her hands.

                                    ARTICLE V
                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of  Instruments.  Subject to any limitation  contained in
the  Articles  of  Incorporation  or these  Bylaws,  the  president  or any vice
president or the general manager,  if any, may, in the name and on behalf of the
corporation,  execute and deliver any contract or other instrument authorized in
writing by the Board of Directors.  The Board of Directors  may,  subject to any
limitation  contained  in the  Articles  of  Incorporation  or in these  Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other  instrument  in the  name  and on  behalf  of the  corporation;  any  such
authorization may be general or confined to specific instances.

Section 5.02 Loans.  No loans or advances  shall be  contracted on behalf of the
corporation,  no negotiable  paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the  corporation
shall be mortgaged, pledged, hypothecated,  transferred, or conveyed as security
for  the  payment  of any  loan,  advance,  indebtedness,  or  liability  of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.

<PAGE>

Section 5.03  Deposits.  All monies of the  corporation  not otherwise  employed
shall be  deposited  from time to time to its  credit in such banks and or trust
companies or with such bankers or other  depositories  as the Board of Directors
may  select,  or as from time to time may be  selected  by any  officer or agent
authorized to do so by the Board of Directors.

Section  5.04  Checks,  Drafts,  Etc. All notes,  drafts,  acceptances,  checks,
endorsements, and, evidences of indebtedness of the corporation,  subject to the
provisions of these Bylaws,  shall be signed by such officer or officers or such
agent or agents of the  corporation and in such manner as the Board of Directors
from time to time may determine.  Endorsements  for deposit to the credit of the
corporation in any of its duly authorized  depositories  shall be in such manner
as the Board of Directors from time to time may determine.

Section  5.05  Bonds  and  Debentures.  Every  bond or  debenture  issued by the
corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the  president or vice  president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the
indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.

Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks,  bonds,  and other securities owned by or standing in
the name of the  corporation,  and the  execution  and delivery on behalf of the
corporation  of any and all  instruments  in writing  incident to any such sale,
transfer,  endorsement, or assignment, shall be effected by the president, or by
any vice  president,  together  with the  secretary,  or by an  officer or agent
thereunto authorized by the Board of Directors.

Section  5.07  Proxies.  Proxies  to  vote  with  respect  to  shares  of  other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

                                   ARTICLE VI
                                 CAPITAL SHARES



<PAGE>

Section 6.01 Share Certificates. Every holder of shares in the corporation shall
be  entitled  to  have a  certificate,  signed  by  the  president  or any  vice
president,  and the secretary or assistant  secretary,  and sealed with the seal
(which may be a facsimile,  engraved or printed) of the corporation,  certifying
the  number  and kind,  class or  series  of  shares  owned by him or her in the
corporation;  provided,  however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant  transfer  agent, or (b) registered by a
registrar,  the signature of any such president,  vice president,  secretary, or
assistant  secretary  may be a  facsimile.  In case any  officer  who shall have
signed,  or whose facsimile  signature or signatures shall have been used on any
such certificate,  shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile  signature or signatures shall have
been used thereon, has not ceased to be such officer.  Certificates representing
shares of the  corporation  shall be in such form as provided by the statutes of
the state of  incorporation.  There  shall be entered on the share  books of the
corporation at the time of issuance of each share, the number of the certificate
issued,  the name and  address  of the  person  owning  the  shares  represented
thereby,  the number and kind,  class or series of such shares,  and the date of
issuance  thereof.  Every  certificate  exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.

Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be
made on the books of the corporation by the holder of record thereof,  or by his
or her attorney  thereunto duly  authorized by a power of attorney duly executed
in  writing  and  filed  with the  secretary  of the  corporation  or any of its
transfer agents,  and on surrender of the certificate or certificates,  properly
endorsed or accompanied by proper  instruments  or transfer,  representing  such
shares.  Except as provided by law,  the  corporation  and  transfer  agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes,  and  accordingly,  shall not be
bound to recognize any legal,  equitable,  or other claim to or interest in such
shares on the part of any other  person  whether  or not it or they  shall  have
express or other notice thereof.

Section 6.03  Regulations.  Subject to the  provisions of this Article VI and of
the Articles of  Incorporation,  the Board of Directors  may make such rules and
regulations  as they may  deem  expedient  concerning  the  issuance,  transfer,
redemption, and registration of certificates for shares of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share
book  (or  books  where  more  than  one  kind,  class,  or  series  or stock is
outstanding)   shall  be  kept  at  the  principal  place  of  business  of  the
corporation,  or at such other place as the Board of Directors shall  determine,
containing the names,  alphabetically  arranged, of original shareholders of the
corporation,  their addresses,  their interest, the amount paid on their shares,
and all transfers  thereof and the number and class of shares held by each. Such
share books shall at all  reasonable  hours be subject to  inspection by persons
entitled by law to inspect the same.

<PAGE>

Section 6.05 Transfer Agents and Registrars.  The Board of Directors may appoint
one or more  transfer  agents  and one or more  registrars  with  respect to the
certificates  representing  shares of the corporation,  and may require all such
certificates to bear the signature of either or both. The Board of Directors may
from time to time  define  the  respective  duties of such  transfer  agents and
registrars.  No certificate for shares shall be valid until  countersigned  by a
transfer agent, if at the date appearing  thereon the corporation had a transfer
agent for such shares, and until registered by a registrar,  if at such date the
corporation had a registrar for such shares.

Section 6.06 Closing of Transfer Books and Fixing of Record Date.

(a) The Board of  Directors  shall  have  power to close the share  books of the
corporation  for a period of not to exceed fifty (50) days preceding the date of
any meeting of  shareholders,  or the date for payment of any  dividend,  or the
date for the allotment of rights,  or capital shares shall go into effect,  or a
date in connection with obtaining the consent of shareholder for any purpose.

(b) In lieu of  closing  the share  transfer  books as  aforesaid,  the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date  of any  meeting  of  shareholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion or exchange of capital  shares shall go into effect,  or a date in
connection  with  obtaining  any  such  consent,   as  a  record  date  for  the
determination of the  shareholders  entitled to a notice of, and to vote at, any
such meeting and any adjournment  thereof, or entitled to receive payment of any
such  dividend,  or to any such  allotment of rights,  or exercise the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent.

(c) If the share  transfer  books  shall be closed or a record  date set for the
purpose  of  determining  shareholders  entitled  to  notice  of or to vote at a
meeting of  shareholders,  such books  shall be closed  for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

Section 6.07 Lost or Destroyed  Certificates.  The  corporation  may issue a new
certificate   for  shares  of  the  corporation  in  place  of  any  certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his or her legal representatives,  to give the corporation a bond
in such form and  amount as the Board of  Directors  may  direct,  and with such
surety or  sureties  as may be  satisfactory  to the  board,  to  indemnify  the
corporation and its transfer agents and registrars,  if any,  against any claims
that may be made against it or any such  transfer  agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring  any bond when,  in the  judgement  of the Board of  Directors,  it is
proper to do so.

<PAGE>

Section 6.08 No Limitation on Voting Rights;  Limitation on Dissenter's  Rights.
To the extent  permissible under the applicable law of any jurisdiction to which
the  corporation  may become  subject by reason of the conduct of business,  the
ownership of assets,  the residence of shareholders,  the location of offices or
facilities,  or any other item, the corporation elects not to be governed by the
provisions  of any  statute  that (i)  limits,  restricts,  modifies,  suspends,
terminates,  or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the  corporation,  without  regard to whether such shares were acquired
directly  from the  corporation  or from any other person and without  regard to
whether  such  shareholder  has the power to exercise or direct the  exercise of
voting power over any specific fraction of the shares of the corporation or from
any other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting  power over any  specific  fraction of
the shares of common stock of the  corporation  issued and  outstanding  or (ii)
grants  to any  shareholder  the  right to have  his or her  stock  redeemed  or
purchased by the corporation or any other  shareholder on the acquisition by any
person or group of persons of shares of the corporation.  In particular,  to the
extent permitted under the laws of the state of  incorporation,  the corporation
elects not to be governed by any such provision, including the provisions of the
Nevada Control Shares Acquisition Act, Section 78.378 to 78.3793,  inclusive, of
the Nevada Revised Statutes, or any statute of similar effect or tenor.

                                   ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 How Constituted.  The Board of Directors may designate an executive
committee  and  such  other  committees  as the  Board  of  Directors  may  deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive
committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

Section  7.02  Powers.  During the  intervals  between  meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

Section 7.03 Proceedings.  The executive committee, and such other committees as
may be designated hereunder by the Board of Directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without  notice) as it shall determine from
time to time.  It will keep a record of its  proceedings  and shall  report such
proceedings  to the Board of  Directors at the meeting of the Board of Directors
next following.


<PAGE>

Section  7.04  Quorum and Manner of Acting.  At all  meetings  of the  executive
committee,  and of such other  committees as may be designated  hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized  membership  of the committee  shall be necessary  and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the members  present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated  hereunder by the Board of Directors,  shall act
only as a committee and the individual  members thereof shall have not powers as
such.

Section 7.05 Resignations.  Any member of the executive  committee,  and of such
other committees as may be designated  hereunder by the Board of Directors,  may
resign at any time by delivering a written  resignation to either the president,
the  secretary,  or  assistant  secretary,  or to the  presiding  officer of the
committee of which he or she is a member,  if any shall have been  appointed and
shall be in office.  Unless otherwise  specified herein,  such resignation shall
take effect on delivery.

Section 7.06  Removal.  The Board of Directors may at any time remove any member
of the executive committee or of any other committee  designated by it hereunder
either for or without cause.

Section 7.07 Vacancies.  If any vacancies shall occur in the executive committee
or any other committee designated by the Board of Directors hereunder, by reason
of disqualification,  death,  resignation,  removal, or otherwise, the remaining
members  shall,  until the filling of such  vacancy,  constitute  the then total
authorized  membership of the committee  and,  provided that two or more members
are remaining, continue to act. Such vacancy may be filled at any meeting of the
Board of Directors.

Section  7.07  Compensation.  The Board of  Directors  may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder,  who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.

                                  ARTICLE VIII
                         INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS

<PAGE>

Section 8.01  Indemnification:  Third Party Actions.  The corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened,  pending,  or completed action, or suit by or in
the right of the  corporation  to procure a judgement  in its favor by reason of
the fact that he or she 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 expenses (including attorneys' fees)
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him or her in connection  with any such action,  suit or proceeding,
if he or she acted in good faith and in a manner he or she  reasonably  believed
to be in or not  opposed to the best  interest  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her  conduct was  unlawful.  The  termination  of any  action,  suit,  or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not act in good faith and in a manner which he or she  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
with  respect to any criminal  action or  proceeding,  he or she had  reasonable
cause to believe that his or her conduct was unlawful.

Section 8.02 Indemnification:  Corporate Actions. The corporation shall have the
power to indemnify  any person who was or is a party or is threatened to be made
a party to any  threatened,  pending,  or completed  action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he or she 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 expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by him or her in  connection  with the
defense or  settlement  of such action or suit, if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim,  issue,  or matter as to which such a person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought  shall  determine on  application  that,
despite the  adjudication of liability but in view of all  circumstances  of the
case,  the  person is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court deems proper.

Section 8.03 Determination. 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 Sections 8.01 and 8.02
hereof, or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.  Any other indemnification under
Sections  8.01  and  8.02  hereof,  shall  be  made  to the  corporation  upon a
determination that indemnification of the officer, director,  employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof.  Such determination shall
be  made  either  (i) by the  Board  of  Directors  by a  majority  of a  quorum
consisting  of  directors  who  were  not  parties  to  such  action,  suit,  or
proceeding;  or (ii) by independent legal counsel on a written opinion; or (iii)
by the  shareholders  by a  majority  vote of a quorum  of  shareholders  at any
meeting duly called for such purpose.

Section  8.04  General  Indemnification.  The  indemnification  provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute,  in the  corporation's  Articles of Incorporation,
these Bylaws,  agreement,  vote of shareholders or disinterested  directors,  or
otherwise, both as to action in his or her 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, and shall inure to
the benefit of the heirs and legal representatives of such a person.

<PAGE>

Section  8.05  Advances.  Expenses  incurred  in  defending  a civil or criminal
action,  suit or proceeding as  contemplated  in this Section may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that he or she is to be  indemnified  by the  corporation  as authorized by this
Section.

Section 8.06 Scope of Indemnification.  The  indemnification  authorized by this
Section shall apply to all present and future  directors,  officers,  employees,
and agents of the corporation and shall continue as to such persons who cease to
be directors, officers, employees, or agents of the corporation, and shall inure
to the benefit of the heirs,  executors,  and administrators of all such persons
and shall be in addition to all other indemnification permitted by law.

8.07 Insurance. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director,  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 any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against any such liability and under the laws of the state of incorporation,  as
the same may hereafter be amended or modified.

                                   ARTICLE IX
                                   FISCAL YEAR

The fiscal year of the corporation  shall be fixed by resolution of the Board of
Directors.


                                    ARTICLE X
                                    DIVIDENDS

The Board of Directors may from time to time declare,  and the  corporation  may
pay,  dividends  on its  outstanding  shares in the  manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.

                                   ARTICLE XI
                                   AMENDMENTS

All Bylaws of the corporation,  whether adopted by the Board of Directors or the
shareholders,  shall be subject to  amendment,  alteration,  or repeal,  and new
Bylaws may be made, except that;

<PAGE>

(a) No Bylaws  adopted  or  amended  by the  shareholders  shall be  altered  or
repealed by the Board of Directors;

(b) No Bylaws  shall be adopted by the Board of  Directors  which shall  require
more  than a  majority  of the  voting  shares  for a  quorum  at a  meeting  of
shareholders,  or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw  regulating an impending  election of directors is
adopted or amended or  repealed  by the Board of  Directors,  there shall be set
forth in the notice of the next  meeting of  shareholders  for the  election  of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made;  and (ii) no  amendment,  alteration or repeal of
this Article XI shall be made except by the shareholders.

                            CERTIFICATE OF SECRETARY

The  undersigned  does hereby certify that he or she is the secretary of Western
International  Pizza Corp., a corporation  duly organized and existing under and
by  virtue  of the laws of the State of  Nevada;  that the  above and  foregoing
bylaws of said corporation were duly and regularly  adopted as such by the Board
of Directors of the  corporation  at a meeting of the board of Directors,  which
was duly and regularly  held on the 20th day of April,  2000, and that the above
and foregoing Bylaws are now in full force and effect.



         DATED this 20th day of April, 2000.



         /S/LUKE BRADLEY
         Luke Bradley, Secretary