SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended December 31, 2000.

   [ ]   Transition report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from ______ to ______ .


         Commission file number: 001-07894
                                ----------


                         TORCHMAIL COMMUNICATIONS, INC.
                           (FKA ERLY INDUSTRIES, INC.)
        (Exact name of small business issuer as specified in its charter)





                 Delaware                            95-2312900
                 --------                            ----------
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)             Identification No.)



                 268 West 400 South, Salt Lake City, Utah 84101
                ----------------------------------------- ------
               (Address of principal executive office) (Zip Code)


                                 (801) 575-8073
                           (Issuer's telephone number)


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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes                       No  X
                                       ------                   ------

The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of July 2, 2001 was 200,000.

                                        1

<PAGE>



                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS................................4


                           PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION...................................................4

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................5

SIGNATURES...................................................................6

INDEX TO EXHIBITS............................................................7












                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        2

<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Torchmail Communications Inc., a
Delaware corporation (fka. Erly Industries Inc.) , its subsidiaries and
predecessors unless otherwise indicated. Unaudited, consolidated interim
financial statements including a balance sheet for the Company as of the quarter
ended December 31, 2000 and statements of operations, and statements of cash
flows for the 3 month and 9 months interim periods up to the date of such
balance sheet and the period from inception, August 21, 1999, through December
31, 2000, are attached hereto as Pages F-1 through F-6 and are incorporated
herein by this reference.












                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]




                                        3

<PAGE>



                          INDEX TO FINANCIAL STATEMENTS
                                                                            PAGE


Consolidated Balance Sheet..................................................F-2

Statements of Unaudited Consolidated Operations.............................F-3

Statement of Unaudited Consolidated Cash Flows..............................F-4

Notes to Unaudited Financial Statements.....................................F-5











                                       F-1

<PAGE>





                          Torchmail Communications Inc.
                          (fka. Erly Industries, Inc.)
                          (A Development Stage Company)
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                                December 31, 2000



                                                                 Unaudited
                                                              December 31, 2000
                                                             -------------------
    ASSETS

     CURRENT ASSETS
            Cash                                                 $         0
            Refunds receivable                                           653
                                                                 -----------
     Total Current Assets                                                653

    TOTAL ASSETS                                                 $       653
                                                                 ===========



LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
       Accounts payable                                          $       765
       Compensation payable to Officer                                     0
                                                                 -----------
Total Current Liabilities                                                765

TOTAL LIABILITIES                                                        765
                                                                 -----------

SHAREHOLDERS' EQUITY/ (DEFICIT)
       Preferred stock, $100 par value, 6,000 shares
         authorized; issued and  outstanding -0- shares                   -
       Common stock, $0.01 par value, 15,000,000 shares
          authorized,  issued and outstanding 15,000,000              92,379
       Additional paid-in-capital                                     27,621
       Deficit accumulated during the development stage             (120,112)
                                                                 -----------
       Total Stockholders' Equity (Deficit)                             (112)
                                                                 -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)             $      653
                                                                 ===========






                       See Notes To Financial Statements.


                                       F-2

<PAGE>



                         Torchmail Communications, Inc.
                          (fka. Erly Industries, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                        From
                                                                                                                    inception of
                                                                                                                    Development
                                            For the                  For the                 For the                 Stage on
                                          Three months            Three months             Nine months              August 21,
                                             ended                    ended                   ended                  1999 to
                                          December 31,            December 31,            December 31,             December 31,
                                              2000                    1999                    2000                     2000
                                       -------------------      -----------------       -----------------       --------------------
<S>                                 <C>                     <C>                     <C>                      <C>
Sales                                $                   -   $                  -    $                  -     $                  -
General and Administrative                          11,607                      -                  18,720                   421,394
                                       -------------------      -----------------       -----------------       --------------------
     Income (Loss) From Operations                 (11,607)                     -                 (18,720)                 (421,394)
                                       -------------------      -----------------       -----------------       --------------------

Other Income (Expense)
Refund of funds previously expended                      -                      -                   8,340                   202,722
Gain on settlement of debt                          91,231                      -                  91,231                    91,231
Interest income                                      1,187                      -                   5,624                     7,329
                                       -------------------      -----------------       -----------------       --------------------
     Total Other Income (Expense)                   92,418                      -                 105,195                   301,282
                                       -------------------      -----------------       -----------------       --------------------
Net gain (loss)                                     80,811                      -                  86,475                  (120,112)

Income taxes                                             -                      -                       -                        -
                                       -------------------      -----------------       -----------------       --------------------
Net Income (Loss)                    $              80,811   $                  -    $             86,475     $            (120,112)
                                       -------------------      -----------------       -----------------       --------------------


Income (Loss) per share              $                 .01   $                .00    $                .01     $                (.02)


Weighted average shares
outstanding                                     15,000,000              5,762,088               8,830,029                 7,458,847
                                       ===================      =================       =================       ====================

</TABLE>


                       See Notes to Financial Statements.






                                       F-3

<PAGE>



                         Torchmail Communications , Inc.
                          (fka. Erly Industries, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                   From
                                                                                                               inception of
                                                                                                                Development
                                                                                                                 Stage on
                                                    For the Three       For the Three       For the Nine         August 21,
                                                     months ended        months ended       months ended          1999 to
                                                     December 31,        December 31,       December 31,        December 31,
                                                         2000              1999                2000                2000
                                                     -----------       --------------     ------------       -------------
<S>                                               <C>               <C>                <C>               <C>
Cash Flows from Operating Activities
  Net Gain (Loss)                                  $     80,811      $              -   $       86,475    $      (120,112)
      Adjustments to reconcile to net cash
      provided in operating activities:
           Increase in refunds receivable                 1,310                     -             (653)              (653)
           Gain on settlement of debt                   (91,231)                    -          (91,231)           (91,231)
           Increase in accounts payable                  (9,863)                    -              765                765
           Increase in other current liabilities       (308,769)                    -         (308,769)                 -
                                                     -----------       --------------     ------------       ------------
Net Cash Provided in Operating
Activities                                             (327,742)                    -         (313,413)          (120,000)
                                                     -----------       --------------     ------------       ------------

Cash flow from Investing Activities                            -                    -                -                  -
                                                     -----------       --------------     ------------       ------------

Cash flow from Financing Activities
      Sale of common stock for cash                      120,000                    -          120,000            120,000
                                                     -----------       --------------     ------------       ------------
Net Cash Provided from Financing
Activities                                               120,000                    -          120,000            120,000

Net Increase (Decrease) in Cash                         (207,742)                   -         (193,413)                 -

Cash at Beginning of Period                              207,742                    -          193,413                  -
                                                     -----------       --------------     ------------       ------------

Cash at End of Period                              $           -     $              -   $            -    $             -
                                                     -----------       --------------     ------------       ------------


Supplemental Disclosures

      Interest paid                              $             -     $              -   $            -    $             -
      Income taxes paid                                        -                    -                -                  -

</TABLE>



                       See Notes to Financial Statements.









                                       F-4

<PAGE>



                         TORCHMAIL COMMUNICATIONS, INC.
                           (fka. Erly Industries Inc.)
                          (A Development Stage Company)
       Notes to the Unaudited Condensed Consolidated Financial Statements
                                December 31, 2000

NOTE 1 -          PRELIMINARY NOTE

         The accompanying condensed financial statements have been prepared
         without audit, pursuant to the rules and regulations of the Securities
         and Exchange Commission. Certain information and disclosures normally
         included in the financial statements prepared in accordance with
         generally accepted accounting principles have been condensed or
         omitted. These financial statements reflect all adjustments which, in
         the opinion of management, are necessary to present a fair statement of
         the results for the periods included. It is suggested that these
         condensed financial statements be read in conjunction with the
         financial statements and notes thereto included in the Company's Annual
         Report on Form 10KSB for the period ended March 31, 2000.

 NOTE 2 -         INCOME TAXES

         The Company is not able to determine its net operating loss (NOL)
         carryforwards due to significant tax sharing agreements with its former
         subsidiary, American Rice, Inc. Due to the inability of management to
         determine the amount of NOL as well as the uncertainty of future
         taxable income, management has established the valuation allowance to
         be any amount necessary to reduce the tax benefit of any NOL to zero.

         Related to the uncertainty associated with NOLs, the possibility exists
         that the Company could ultimately be liable for income taxes. Although
         management believes that the Company should not have taxable income or
         liabilities, the possibility does exist.

NOTE 3 -          CHANGE OF CONTROL

         In a private transaction, the Company issued 9,237,912 shares of common
         stock (all remaining authorized shares representing approximately 62%
         of the voting stock of the company) to Hudson Consulting Group, a
         subsidiary of Axia Group, Inc for $120,000 in cash. As a result of the
         agreement for this sale, on October 9, 2000, at a special meeting of
         the board of directors, Richard Surber was elected as a Vice-President
         of the Company and appointed to the board of directors. On November 14,
         2000, all members of the board of directors, except Richard Surber,
         resigned their positions. All remaining assets of the Company were then
         transferred to a trust account to be used in resolution of outstanding
         debts which have been reflected in the above financial statements.
         Finally, Mr. Surber was appointed President, CEO by the then surviving
         board of directors of which he is the sole director.

NOTE 4 -          COMPARABLE PERIODS

         Normally, the presentation of financial statements for an interim
         period include comparable amounts from the previous year. A comparison
         of amounts for the quarter are shown here, however, since the Company
         emerged from Chapter 11 Bankruptcy on August 21, 1999, as a development
         stage company, comparable nine month period financial statements are
         not presented as they would not represent a valid comparison.


                                       F-5

<PAGE>




                         TORCHMAIL COMMUNICATIONS, INC.
                           (fka. Erly Industries Inc.)
                          (A Development Stage Company)
       Notes to the Unaudited Condensed Consolidated Financial Statements
                                December 31, 2000

NOTE 5 -          CONSOLIDATED ENTITIES

         The presentation of financial statements represents amounts
         consolidated from the following subsidiaries many of which have been
         defunct for some time:

         *    Watch-Edge International (WEI, formerly known as Chemonics
              Industries, Inc) * Chemonics International, Inc. 100% owned by WEI
         *    Chemonics Fire-Trol, Inc. 100% owned by WEI * Chemonics
              Industries LTD (Canada) 100% owned by WEI * Transcontinental
              Distribution Company LTD (South Africa) 100% owned by WEI
         *    The Beverage Source (discontinued FY 1990)
         *    Erly Juice, Inc. (discontinued 1993)
         *    Worldmark, Inc. 99% owned by ERLY, Inc (discontinued Dec. 1993)
         *    Eau Claire Packing Co., 100% owned by Worldmark, Inc.
              (discontinued Dec. 1993)

NOTE 6 -      SUBSEQUENT EVENTS

         Subsequent to the end of the period the Company was merged into
         Torchmail Communications Inc., a Delaware corporation. As a result of
         that transaction, shareholders of Erly common stock received 1 share of
         Torchmail Communications stock traded under the symbol "TOCH" for each
         100 shares of Erly stock (partial shares are rounded up to the next
         whole share. This transaction was agreed to on January 24, 2001 through
         articles of merger, approved by the majority shareholder, and was
         recorded by the state of Delaware on January 26, 2001. The authorized
         number of shares of common stock of the surviving company (Torchmail
         Communications Inc.) is 200,000,000.

         On April 6, 2001, the Company changed its transfer agent company from
         Computershare Investor Services of Chicago, Illinois to Standard
         Registrar and Transfer Company, Inc. of Draper, Utah by act of board
         resolution.






                                       F-6

<PAGE>



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

Plan of Operations

As used herein the term "Company" refers to Torchmail Communications, Inc. (fka.
Erly Industries, Inc.), a Delaware corporation, its consolidated entities, and
its predecessors, unless the context indicates otherwise. The Company emerged
from bankruptcy on August 21, 1999. The Company is currently a shell company
whose purpose is to acquire operations through an acquisition, merger or to
begin its own start-up business. The Company has no current operations and no
significant current cash needs. The Company's parent corporation has been
funding cash needs due to the lack of assets and is expected to continue funding
needs at least through the end of the year.

The Company is in the process of attempting to identify and acquire a favorable
business opportunity. On March 22, 2000, the Board of Directors accepted the
terms of an agreement to provide a controlling interest of the Company's common
stock to a subsidiary of Axia Group, Inc. (Hudson Consulting) for $120,000 cash.
This transaction was ratified at a special board meeting on October 9, 2000
followed by the issuance of 9,237,912 shares of common stock to Hudson and by
subsequent resignation of the prior Company board of directors after appointment
of Richard Surber to the board on November 14, 2000.

On January 24, 2001 the Company merged with Torchmail Communications Inc., a
Delaware corporation ("Torchmail"). In the merger, shareholders of Erly
Industries, Inc. common stock received 1 share of Torchmail common stock for
each 100 shares of Erly stock owned. Fractional shares were rounded up to the
next whole share. The authorized number of shares of Torchmail is 200,000,000
shares.

There can be no assurance offered that the Company will be successful in
developing a viable business plan and obtaining capital necessary to carry out a
business plan or to continue as a going concern.

The Company has no plans to engage in any product research and development
during the coming 12 month period.

The Company has no plans for the purchase or sale of any plant or equipment.

The Company is a development stage company and currently has no employees. The
Company has no current plans to make any changes in the number of employees.

                            PART II-OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

The Company's working capital deficit and stockholder's deficit are the result
of a $400,000 liability accepted by the Board of Directors as a post-bankruptcy
liability after it was rejected by the bankruptcy court, and accrued expenses
for stock transfer related activities. The Company received a release of claims
for the $400,000 debt on October 4, 2000 in exchange for the remaining assets of
the corporation. This settlement resulted in a gain on the settlement of debt of
$91,231 reflected in this filing.

Pursuant to action by the Board of Directors and the majority shareholder of the
Company, Erly Industries, Inc. was merged into Torchmail Communications Inc., a
Delaware corporation on January 24, 2001. As a result of that transaction,
holders of Erly Industries, Inc. common stock received 1 share of Torchmail

                                        4

<PAGE>



Communications, Inc. stock (traded under the symbol "TOCH") for each 100 shares
of Erly stock which were owned on the date of the merger. Partial shares were
rounded up to the next whole share. This transaction was finalized on January
24, 2001, with articles of merger being filed with the Delaware Secretary of
State on January 26, 2001. The authorized number of shares of common stock of
the surviving company (Torchmail Communications Inc.) is 200,000,000.

On April 6, 2001, the Company changed its transfer agent company from
Computershare Investor Services of Chicago, Illinois to Standard Registrar and
Transfer Company, Inc. of 12528 South 1840 East, Draper, Utah 84020, telephone
(801)571-8844, by act of the Board of Directors.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits Exhibits required to be attached by Item 601 of Regulation
          S-B are listed in the Index to Exhibits on page 6 of this Form 10-QSB,
          and are incorporated herein by this reference.

     (b)  Reports on Form 8-K On December 19, 2000, the Company filed a Form 8-K
          which reported: On December 5, 2000, Erly Industries, Inc., a
          California corporation (the "Company") delivered to Hudson Consulting
          Group, Inc., a Nevada Corporation ("Hudson"), 9,237,912 shares of
          common stock for the purchase price of $120,000 cash. Hudson used
          working capital to make the purchase. The purchase was made pursuant
          to an agreement between Hudson and the Company dated September 12,
          2000. Hudson purchased 9,237,912 (61.5%) of the Company's 15,000,000
          issued and outstanding shares. As a result of the purchase of shares,
          Hudson became the controlling shareholder of the Company. Hudson (the
          "Majority Shareholder") became the holder of 61.5% of the validly
          issued and outstanding shares of the Company's $0.01 par value common
          stock, which represented more than a majority of the Company's validly
          issued and outstanding common stock.

The Company further reported that on December 18, 2000, it received the
resignations of Beryl Anthony, William D. Blake, Eugene Cafiero, Nanette N.
Kelley, and R. A. "Pete" Seale, Jr. as Directors of the Company, and that Mr.
Richard D. Surber remained as a Member of the Board of Directors of the Company.
Richard D. Surber is the President of Hudson Consulting Group, Inc., and is
considered a beneficial owner of the Hudson Shares.




                                        5

<PAGE>











                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 31st day of July, 2001.


Torchmail Communications (fka. Erly Industries, Inc.)


/s/ Richard Surber
--------------------------------
Richard Surber, President





                                        6

<PAGE>



INDEX TO EXHIBITS



EXHIBIT PAGE
NO.      NO.     DESCRIPTION

3(i)     *      Articles of Incorporation of Torchmail Communications, Inc.
                (Incorporated by reference from Form 14C filed 12/19/2000)

3(ii)    8      Agreement of Merger of Erly Industries, Inc. into Torchmail
                Communications, Inc.

10(i)    *      Change of control agreement (attached to form 8-KA filed
                December 12, 2000)






* incorporated by reference from previous filings


                                        7

<PAGE>



Exhibit 3(ii)


                               AGREEMENT OF MERGER

AGREEMENT OF MERGER, dated this 24th day of January, 2001, pursuant to Section
252 of the General Corporation Law of the State of Delaware, between Torchmail
Communications, Inc., a Delaware corporation and Erly Industries, Inc., a
California corporation.

WITNESSETH that:

WHEREAS, all of the constituent corporations desire to merge into a single
corporation;

NOW, THEREFORE, the corporations, parties to this agreement, in consideration of
the mutual covenants, agreements and provisions hereinafter contained, do hereby
prescribe the terms and conditions of said merger and mode of carrying the same
into effect as follows:

FIRST:    Torchmail Communications, Inc., a Delaware corporation, hereby
          merges into itself Erly Industries, Inc., a California corporation,
          and said Erly Industries, Inc. shall be and hereby is merged into
          Torchmail Communications, Inc. which shall be the surviving
          corporation.

SECOND:   The Certificate of Incorporation of Torchmail Communications, Inc. as
          heretofore amended and as is in effect on the date of the merger
          provided in this Agreement, shall continue in full force and effect as
          the Certificate of Incorporation of the corporation surviving this
          merger.

THIRD:    The manner of converting the outstanding shares of the capital stock
          of each of the constituent corporations into shares or other
          securities of the surviving corporation shall be as follows:

          (a)  Each share of preferred stock and each share of common stock of
               the surviving corporation, which shall be issued and outstanding
               on the effective date of this Agreement, shall be canceled and
               returned to the status of authorized but unissued shares.

          (b)  Each one hundred shares of common stock of the merged corporation
               which shall be outstanding on the effective date of this
               Agreement, and all rights in respect thereto shall forthwith be
               changed and converted into one (1) share of common stock of the
               surviving corporation. Any fractional shares resulting from the
               exchange of shares shall be rounded up to the next whole share.

          (c)  After the effective date of this Agreement, each holder of an
               outstanding certificate representing shares of common stock of
               the merged corporation shall surrender the same to the surviving
               corporation and each such holder shall be entitled upon such
               surrender to receive the number of shares of common stock of the
               surviving corporation on the basis provided herein. Until so
               surrendered, the outstanding shares of stock of the merged
               corporation to be converted into the stock of the surviving
               corporation as provided herein, may be treated by the surviving
               corporation for all corporate purposes as evidencing the
               ownership of shares of the surviving corporation as though said
               surrender and exchange had taken place. After the effective date
               of this Agreement, each registered owner of any uncertificated


                                        8

<PAGE>



               shares of common stock of the merged corporation shall have said
               shares canceled and said registered owner shall be entitled to
               the number of common shares of the surviving corporation on the
               basis provided herein.

FOURTH:    The terms and conditions of the merger are as follows:

          (a)  The by-laws of the surviving corporation as they shall exist on
               the effective date of this Agreement shall be and remain the
               by-laws of the surviving corporation until the same shall be
               altered, amended and repealed as provided therein.

          (b)  The directors and officers of the merged corporation shall
               continue in office as the directors and officers of the surviving
               corporation until the next annual meeting of stockholders and
               until their successors shall have been elected and qualified.

          (c)  This merger shall become effective upon filing with the Secretary
               of State of Delaware.

          (d)  Upon the merger becoming effective, the rights, privileges,
               powers and franchises, both of a public as well as of a private
               nature, of each of the Constituent Corporations shall be vested
               in and possessed by the Surviving Corporation, subject to all of
               the disabilities, duties and restrictions of or upon each of the
               Constituent Corporations; and all and singular rights,
               privileges, powers and franchises of each of the Constituent
               Corporations, and all property, real, personal and mixed, of each
               of the Constituent Corporations, and all debts due to each of the
               Constituent Corporations on whatever account, and all things in
               action or belonging to each of the Constituent Corporations shall
               be transferred to and vested in the Surviving Corporation; and
               all property, rights, privileges, powers and franchises, and all
               and every other interest, shall be thereafter the property of the
               Surviving Corporation as they were of the Constituent
               Corporations, and the title to any real estate vested by deed or
               otherwise in either of the Constituent Corporations shall not
               revert or be in any way impaired by reason of the Merger;
               provided, however, that the liabilities of the Constituent
               Corporations and of their shareholders, directors and officers
               shall not be affected and all rights of creditors and all liens
               upon any property of either of the Constituent Corporations shall
               be preserved unimpaired, and any claim existing or action or
               proceeding pending by or against either of the Constituent
               Corporations may be prosecuted to judgment as if the Merger had
               not taken place except as they may be modified with the consent
               of such creditors and all debts, liabilities and duties of or
               upon each of the Constituent Corporations shall attach to the
               Surviving Corporation, and may be enforced against it to the same
               extent as if such debts, liabilities and duties had been incurred
               or contracted by it.

IN WITNESS WHEREOF, the parties to this agreement, pursuant to the approval and
authority duly given by resolutions adopted by their respective Board of
Directors have caused these presents to be executed by the President of each
party hereto as the respective act, deed and agreement of said corporations on
this 24th day of January, 2001

                               Torchmail Communications, Inc.


                               By     /s/ Richard D. Surber
                                 -------------------------------------------
                                   Richard D. Surber, President


                                                         9

<PAGE>


                               Erly Industries, Inc.


                               By   /s/ Richard D. Surber
                                    -----------------------------------------
                                     Richard D. Surber, President



                                   CERTIFICATE

I, Richard D. Surber, Secretary of Torchmail Communications, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary, that the Agreement of Merger to which this certificate is
attached, after having been first duly signed on behalf of the said corporation
and having been signed on behalf of Erly Industries, Inc., a corporation of the
State of California, was duly adopted pursuant to Section 228 of Title 8 of the
Delaware Code by the unanimous written consent of the stockholders holding 1
share of the capital stock of the corporation, the same being all of the shares
issued and outstanding having voting poser, which Agreement of Merger was
thereby adopted as the act of the sole shareholder of said Torchmail
Communications, Inc. and the duly adopted agreement and act of the said
corporation.

WITNESS, my hand on this 24th day of January, 2001,


                             /s/ Richard D. Surber
                            ------------------------------------
                             Richard D. Surber, Secretary




                                       10