SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended June 30, 2002.

   [     ] 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.
                        --------------------------------
        (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, Suite 300, 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  X                    No
                                       -----                    ------

The number of outstanding shares of the issuer's common stock,  $0.001 par value
(the only class of voting stock), as of August 9, 2002 was 3,773,375.



<PAGE>



                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION



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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........4


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................4

SIGNATURES...................................................................5

INDEX TO EXHIBITS............................................................6












                 [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,   its  consolidated  entities,  and  predecessors  unless
otherwise indicated. Unaudited, condensed interim financial statements including
a balance  sheet for the  Company as of the  quarter  ended June 30,  2002,  and
statements of operations, and statements of cash flows for the interim period up
to the date of such  balance  sheet and the period  from  inception,  August 21,
1999,  through June 30, 2002,  are attached  hereto as Pages F-1 through F-5 and
are incorporated herein by this reference.



































                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]




                                        3

<PAGE>



                          INDEX TO FINANCIAL STATEMENTS
                                                                           PAGE


Condensed Unaudited Balance Sheet...........................................F-2

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

Statements of Unaudited Condensed Cash Flows................................F-4

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
































                                       F-1

<PAGE>





                         TORCHMAIL COMMUNICATIONS, INC.
                          (A Development Stage Company)
                        UNAUDITED CONDENSED BALANCE SHEET
                                  June 30, 2002


<TABLE>
<S>                                                                           <C>

                                                                                 Unaudited
                                                                               June 30, 2002
                                                                                -----------
    ASSETS

     CURRENT ASSETS
            Investments, available for sale                                     $    12,500
                                                                                -----------
     Total Current Assets                                                            12,500

    TOTAL ASSETS                                                                $    12,500
                                                                                -----------

                                                                                -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
       Accounts Payable                                                              17,614
       Related party payable                                                         21,332
                                                                                -----------
Total Current Liabilities                                                            38,946

TOTAL LIABILITIES                                                               $    38,946
                                                                                -----------

                                                                                -----------

SHAREHOLDERS' EQUITY
       Preferred stock, $.001 par value, 10,000,000 shares authorized;
            issued and outstanding -0- shares                                             -
       Common stock, $0.001 par value, 200,000,000 shares authorized,
            3,773,375 shares issued and outstanding                                   3,773
       Additional Paid in Capital                                                   181,922
       Deficit accumulated during the development stage                           (212,141)
                                                                                -----------
       Total Stockholders' Deficit                                                 (26,446)
                                                                                -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                     $    12,500
                                                                                -----------

</TABLE>





                       See Notes To Financial Statements.


                                       F-2

<PAGE>



                         TORCHMAIL COMMUNICATIONS, INC.
                          (A Development Stage Company)
                       UNAUDITED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                          From inception
                                                                                            (August 21,
                                                          For the three months ended          1999)
                                                                    June 30,                   to
                                                                                            June 30,
                                                             2002            2001            2002
                                                         ----------       ----------      -----------
<S>                                                     <C>              <C>             <C>


Sales                                                    $        -       $        -      $         -
General and Administrative                                    2,330           33,728          505,083
                                                         ----------       ----------      -----------
      Loss From Operations                                  (2,330)         (33,728)        (505,083)
                                                         ----------       ----------      -----------

Other Income
Refund of funds previously expended                               -                -          194,382
Interest income                                                   -                -            7,329
                                                         ----------       ----------      -----------
     Total Other Income                                           -                -          201,711
                                                         ----------       ----------      -----------

Loss before taxes and extraordinary items                   (2,330)         (33,728)        (303,372)

Provision for income taxes                                        -                -                -
                                                         ----------       ----------      -----------

Loss before extraordinary items                             (2,330)         (33,728)        (303,372)

Extraordinary items - gain on forgiveness of
debt, net of $0 taxes                                             -                -           91,231
Net Loss                                                 $  (2,330)       $ (33,728)      $ (212,141)


Loss per share                                           $        -       $   (0.22)


Weighted average shares outstanding*                      3,773,000          153,000
                                                         ----------       ----------

     * adjusted for 5 for 1 forward split
</TABLE>



                       See Notes to Financial Statements.






                                       F-3

<PAGE>



                         TORCHMAIL COMMUNICATIONS, INC.
                          (A Development Stage Company)
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                            From
                                                                                          inception
                                                          For the Three Months          (August 21,
                                                                 Ended                     1999)
                                                                June 30,                    to
                                                                                         June 30,
                                                          2002           2001             2002
                                                       ---------       ---------       -----------
<S>                                                   <C>             <C>             <C>

Cash Flows from Operating Activities
   Net Loss                                              (2,330)       $(33,728)       $ (212,141)
      Adjustments to reconcile net loss to net cash
       used in operating activities:
           Increase in accounts payable                        -               -            17,614
           Issuance of common stock for services               -          33,728            46,228
           Increase in related party payable               2,330               -            28,299
                                                       ---------       ---------       -----------
Net Cash Used in Operating Activities                          -               -         (120,000)
                                                       ---------       ---------       -----------


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


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



Net Increase (Decrease) in Cash                                -               -                 -

Cash at Beginning of Period                                    -               -                 -
                                                       ---------       ---------       -----------

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


Supplemental Disclosures
      Interest paid                                    $       -       $       -       $         -
      Income taxes paid                                        -               -                 -
</TABLE>



                       See Notes to Financial Statements.











                                       F-4

<PAGE>



                         TORCHMAIL COMMUNICATIONS, INC.
                          (A Development Stage Company)
                   Notes to the Unaudited Financial Statements
                                  June 30, 2002

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
          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, 2002.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Marketable Securities

          The Company  classifies its marketable  debt and equity  securities as
          "held to maturity"  if it has the positive  intent and ability to hold
          the  securities  to  maturity.  All other  marketable  debt and equity
          securities  are   classified  as  "available  for  sale."   Securities
          classified  as  "available  for sale"  are  carried  in the  financial
          statements at fair value. Realized gains and losses,  determined using
          the  specific  identification  method,  are  included  in  operations;
          unrealized  holding  gains  and  losses  are  reported  as a  separate
          component  of equity.  Securities  classified  as held to maturity are
          carried at amortized cost. For both categories of securities, declines
          in fair value below amortized cost

NOTE 3 - COMMON STOCK SPLITS

          On March 17, 2002, the Company approved a 5-for-1 forward common stock
          split and on January 26, 2001, as part of the merger agreement between
          Torchmail and Erly, the Company  completed a 1-for-100  reverse common
          stock split.  All common share amounts and per share  information have
          been  retroactively  adjusted to reflect  these common stock splits in
          the accompanying consolidated financial statements.














                                       F-5

<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., a
Delaware corporation,  its consolidated entities,  and its predecessors,  unless
the context indicates  otherwise.  The Company emerged from bankruptcy on August
21, 1999 as Erly  Industries,  Inc. The  Company's  business  plan 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. One
of the Company's major  shareholders,  Hudson  Consulting  Group,  Inc. 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 coming year. The Company is in the process
of attempting to identify and acquire a favorable business opportunity.

The Company's plan of operation for the coming year is to identify and acquire a
favorable business  opportunity.  The Company does not plan to limit its options
to any particular industry, but will evaluate each opportunity on its merits.

The Company recently signed a letter of intent to merge with Virtual Interviews,
Inc., a company in California. It is expected that this will be completed within
the 2nd quarter of this fiscal  year.  Since the  Company has no  operations  at
present,  its cash needs are minimal.  The Company believes it can meet its cash
needs for the  foreseeable  future from its current assets or from payments made
in its behalf by Hudson Consulting Group, Inc.

The  Company  has no plans for the  purchase  or sale of any plant or  equipment
during the coming fiscal year.

The  Company  was  briefly a  holding  company  but is now,  at the time of this
filing, 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 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 From 10-QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.  The Company filed no reports on Form 8-K during
         the quarter covered by this report.



                                        4

<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 12th day of August, 2002.


Torchmail Communications, Inc.

   /s/ Rowan S. Campbell
 -------------------------------
 Rowan S. Campbell, President

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Torchmail Communications,
         Inc. (the" Company") on Form 10-QSB for the period ending June 30, 2002
         as filed with the Securities and Exchange Commission on the date hereof
         (the"Report"), I, Rowan Campbell, sole Executive Officer of the
         Company, certify, pursuant to 18 U.S.C. S 1350, as adopted pursuant to
         S 906 of the Sarbanes-Oxley Act of 2002, that:

                  (1) The Report complies with the requirements of section 13
                  (a) or 15 (d) of the Securities Exchange Act of 1934; and

                  (2) The financial information contained in the Report fairly
                  presents, in all material respects, the financial condition
                  and result of operations of the Company.



          /s/ Rowan S. Campbell
         ---------------------------------
         Rowan S. Campbell
         Sole Executive Officer
         August 12, 2002







                                        5

<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)             *                 Agreement of Merger of Erly Industries, Inc.
                                    into Torchmail Communications, Inc.
                                    (Incorporated by reference from Form 10-QSB
                                    filed August 1, 2001).

3(ii)             7                 Bylaws of the Company adopted on August 12,
                                    2002.

* Incorporated by reference from previous filings of the Company.





































                                        6

<PAGE>



                                     BYLAWS
                     FOR THE REGULATION, EXCEPT AS OTHERWISE
              PROVIDED BY STATUTE OR ITS ARTICLES OF INCORPORATION,
                                       OF

                          TORCHMAIL COMMUNICATIONS, INC

                                    ARTICLE 1
                                     Offices

Section 1.01 -- Principal And Registered Office.

The principal and registered  office for the  transaction of the business of the
Corporation is hereby fixed and located at: 268 West 400 South,  Salt Lake City,
Utah 84101.  Corporation  may have such other offices,  either within or without
the  State  of  Delaware  or the  State  of Utah as the  Corporation's  board of
directors (the "Board") may designate or as the business of the  Corporation may
require from time to time.

Section 1.02 -- Other Offices.

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

                                    ARTICLE 2
                            Meetings of Shareholders

Section 2.01 -- Meeting Place.

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

Section 2.02 -- Annual Meetings.

A. The annual meetings of shareholders  shall be held on the anniversary date of
the date of incorporation at the hour of 2:00 o'clock p.m.,  commencing with the
year these By-Laws are adopted,  provided,  however,  that should the day of the
annual  meeting  fall upon a legal  holiday,  then any such  annual  meeting  of
shareholders  shall be held at the same time and place on the next  business day
thereafter which is not a legal holiday.

B.  Written  notice  of each  annual  meeting  signed by the  president  or vice
president,  or the secretary, or an assistant secretary, or by such other person
or  persons  as the  Board  may  designate,  shall be given to each  shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication,  charges  prepaid,  addressed to such  shareholder at his address
appearing on the books of the Corporation or given by him to the Corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to  have  been  given  to  him if  sent  by  mail  or  other  means  of  written
communication  addressed  to  the  place  where  the  principal  office  of  the
Corporation is situated, or if published at least once in some newspaper

                                        7

<PAGE>



of general  circulation in the county in which said office is located.  All such
notices shall be sent to each shareholder  entitled thereto,  or published,  not
less than ten (10) nor more than sixty (60) days before each annual meeting, and
shall specify the place,  the day and the hour of such  meeting,  and shall also
state the purpose or purposes for which the meeting is called.

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

Section 2.03 -- Special Meetings.

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

Section 2.04 -- Adjourned Meetings And Notice Thereof.

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

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

Section 2.05 -- Entry Of Notice.

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

Section 2.06 -- Voting.

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

Section 2.07 -- Quorum.


                                        8

<PAGE>



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

Section 2.08 -- Consent Of Absentees.

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

Section 2.09 -- Proxies.

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

Section 2.10 -- Shareholder Action Without A Meeting.

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

                                    ARTICLE 3
                               Board of Directors

Section 3.01 -- Powers.

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

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

B. To conduct,  manage and control the affairs and business of the  Corporation,
and to make such rules and regulations therefore not inconsistent with the law,

                                        9

<PAGE>



the Articles, or these bylaws, as they may deem best.

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

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

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

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

Section 3.02 -- Number And Qualification Of Directors.

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

Section 3.03 -- Election And Term Of Office.

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

Section 3.04 -- Vacancies.

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

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

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


                                       10

<PAGE>



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

                                    ARTICLE 4
                       Meetings of the Board of Directors

Section 4.01 -- Place Of Meetings.

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

Section 4.02 -- Organization Meeting.

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

Section 4.03 -- Other Regular Meetings.

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

Section 4.04 -- Special Meetings.

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

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

Section 4.05 -- Notice Of Adjournment.

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

Section 4.06 -- Waiver Of Notice.


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The  transactions  of any  meeting of the Board,  however  called and noticed or
wherever  held,  shall be as valid as though a meeting  had been duly held after
regular call and notice, if a quorum be present,  and if, either before or after
the meeting,  each of the directors not present sign a written  waiver of notice
or a consent to holding such meeting or an approval of the minutes thereof.  All
such waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.

Section 4.07 -- Quorum.

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

Section 4.08 -- Adjournment.

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

Section 4.09 -- Fees And Compensation.

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

Section 4.10 -- Action Without A Meeting.

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

                                    ARTICLE 5
                                    Officers

Section 5.01 -- Executive Officers.

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

Section 5.02 -- Appointment.

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

Section 5.03 -- Subordinate Officers.

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

Section 5.04 -- Removal And Resignation.

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

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

Section 5.05 -- Vacancies.

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

Section 5.06 -- Chairman Of The Board.

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

Section 5.07 -- President.

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

Section 5.08 -- Vice President.

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

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for them respectively by the Board or these bylaws.

Section 5.09 -- Secretary.

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

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

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

Section 5.10 -- Treasurer/Chief Financial Officer.

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

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

                                    ARTICLE 6
                                  Miscellaneous

Section 6.01 -- Record Date And Closing Stock Books.

The Board may fix a time in the  future,  for the  payment  of any  dividend  or
distribution,  or for the allotment of rights,  or when any change or conversion
or  exchange  of  shares  shall  go  into  effect,  as a  record  date  for  the
determination of the shareholders  entitled to notice of and to vote at any such
meeting,  or entitled to receive any such dividend or distribution,  or any such
allotment  of rights,  or to exercise  the rights in respect to any such change,
conversion or exchange of shares,  and in such case only  shareholders of record
on the  date  so  fixed  shall  be  entitled  to  notice  of and to vote at such
meetings, or to receive such dividend, distribution or allotment

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of rights, or to exercise such rights, as the case may be,  notwithstanding  any
transfer  of any shares on the books of the  Corporation  after any record  date
fixed as herein  set  forth.  The  Board may close the books of the  Corporation
against transfers of shares during the whole, or any part, of any such period.

Section 6.02 -- Inspection Of Corporate Records.

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

Section 6.03 -- Checks, Drafts, Etc.

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

Section 6.04 -- Annual Report.

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

Section 6.05 -- Contracts: How Executed.

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

Section 6.06 -- Certificates Of Stock.

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

Section 6.07 -- Representations Of Shares Of Other Corporations.

The president or any vice president and the secretary or assistant  secretary of
this  Corporation are authorized to vote,  represent,  and exercise on behalf of
this  Corporation,  all  rights  incident  to any and all  shares  of any  other
corporation  or  corporations  standing  in the  name of this  Corporation.  The
authority herein granted to said officers to vote or represent on behalf of

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this  Corporation or  corporations  may be exercised  either by such officers in
person or by any person  authorized  so to do by proxy or power of attorney duly
executed by said officers.

Section 6.08 -- Inspection Of Bylaws.

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

Section 6.09 -- Indemnification.

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

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

                                    ARTICLE 7
                                   Amendments

Section 7.01 -- Power Of Shareholders.

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

Section 7.02 -- Power Of Directors.

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


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                                   Certificate

The undersigned does hereby certify that the undersigned is the President of the
Corporation as named at the outset in these bylaws, a corporation duly organized
and existing under and by virtue of the laws of the State of Delaware;  that the
above and foregoing bylaws of said  corporation were duly and regularly  adopted
as such by the board of directors of the Corporation at a meeting of said Board,
which  was duly  held on the 12th  day of  August,  2002,  that  the  above  and
foregoing bylaws are now in full force and effect.

         DATED this 12th day of August, 2002.


           /s/ Rowan S. Campbell
         ---------------------------------------------
         Rowan S. Campbell, President & Director



















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