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                                  Kirt W. James
                                    PRESIDENT
                                DP Charters, Inc.
                        34700 Pacific Coast Highway, #303
                           Capistrano Beach, CA 92624
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
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                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                              24843 Del Prado, #318
                              Dana Point, CA 92629
                                 (949) 248-9561
                               fax (949) 248-1688
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                                 FORM 10-K-SB-A2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ANNUAL REPORT PURSUANT TO SECTION 13
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number: 0-27131


                                DP Charters, Inc.

   Nevada                                                             88-0381258

(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


34700  Pacific  Coast  Highway  #303,  Capistrano  Beach  CA               92624
(Address of principal executive offices)                              (Zip Code)


Registrant's  telephone  number,  including  area  code:         (949)  248-9561

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

The  following  Securities are to be registered pursuant to Section 12(g) of the
Act:


                       Class-A Common Voting Equity Stock

                    27,656,000 Shares Issued and Outstanding

                                 August 7, 2000

Yes[x]   No[]  (Indicate  by check mark whether the Registrant (1) has filed all
reports  required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 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.)

[]  (Indicate  by  check  mark  whether  if  disclosure  of  delinquent filers (
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

As  of  12/31/99

     the  aggregate  number  of  shares held by non-affiliates was approximately
7,656,000  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
27,656,000

                        Exhibit Index is found on page 21

                                        1
<PAGE>

Item  1.  Description  of  Business                                            3

Item  2.  Description  of  Property                                            8

Item  3.  Legal  Proceedings                                                   9

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          9

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters              10
                                                                              11

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation       12

Item  7.  Financial  Statements                                               16

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          16

Item  9.  Directors  and  Executive  Officers,  Promoters  and  Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            17

Item  10.  Executive  Compensation                                            18

Item  11.  Security  Ownership  of  Certain  Beneficial
           Owners  and Management                                             19


Item  12.  Certain  Relationships  and  Related  Transactions                 20

Item  13.  Exhibits,  Financial  Statement  Schedules,
 and Reports on Form 8-K                                                      22
      (a)  Financial  Statements                                              22
      (b)  Form  8-K  Reports                                                 22
      (c)  Exhibits                                                           22

                                        2
<PAGE>

                                     PART I

                                  INTRODUCTION

     We  filed  our Registration Statement voluntarily pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of  National  Association  of Securities Dealers for submission for quotation on
the  Over  the  Counter Bulletin Board, often called "OTCBB". As of this filing,
that Registration has become effective but has not cleared final comments by the
Staff  of  the  Securities  and  Exchange  Commission.

     This  Form 10-KSB for 1999 is now amended to conform to changes in our Form
10-SB  suggested  by  the  Staff of the Commission. Please see Item 5(e) for the
revised  discussion.

     Our  common stock is not presently quoted on the OTCBB. Our common stock is
qualified  for  listing over the counter in the NQB "Pink Sheets"; however we do
not  believe  that  any of our shares ever traded in brokerage transactions. The
requirements  of  the  OTCBB  are  that the financial statements and information
about  us  be  reported  periodically  to  the  Commission  and  be  and  become
information  that  the  public  can access easily. We wish to report and provide
disclosure voluntarily, and will file periodic reports even in the event that we
may  not  remain  required to do so under the Exchange Act. If and when our 1934
Act  Registration may be clear of comments by the staff, we will be eligible for
consideration  for  the  OTCBB  upon  submission of one or more NASD members for
permission  to  publish  quotes  for  the purchase and sale of the shares of our
common  stock.

     Our  corporation  may  be the subject of a "Reverse Acquisition". A reverse
acquisition  is  the  acquisition  of  a  private ("Target") company by a public
company,  by  which  the  private  company's shareholders acquire control of the
public  company. While no negotiations are in progress, and no potential targets
have been identified, our business plan is to find such a target or targets, and
attempt to acquire them for stock. While no such arrangements or plans have been
adopted  or  are  presently  under  consideration,  it  would be expected that a
reverse  acquisition  of  a  target company or business would be associated with
some  private  placements  and/or  limited  offerings  of  common  stock of this
corporation  at  that  time.  Such placements, or offerings, if and when made or
extended,  would  be  made  with  disclosure  and reliance on the businesses and
assets  to  be  acquired,  and  not  upon  our  present  condition.


                        ITEM 1.  DESCRIPTION OF BUSINESS.

 (A)  BUSINESS  DEVELOPMENT.

      (1)  FORM  AND  YEAR OF ORGANIZATION. This Corporation (stated as "we, us,
and  our") was duly incorporated in Nevada on December 18, 1997, as DP Charters,
Inc.,  with  the  intention  of initiating a charter yacht service from the Dana
Point  Harbor, Orange County, California. We later expanded our business plan to
include  the  organization  of  scuba  dive  tours  at  various world locations.

     During  October,  November  and  December  of  1997, the conceptual idea of
establishing a charter boat operation in Southern California was discussed among
the Management, and with various friends and acquaintances. The decision to form
a  company  to  be  funded  by  those  in  discussion  was taken, based upon the
expressed  desire  of  the  those  founders  to fund us initially, pursuant to a
private  placement  in  reliance on Rule 504. The formal funding by founders was
memorialized  about  January  of  1998.

     Specifically,  20,000,000  shares were issued at par value to the Principal
Shareholder,  pursuant  to Section 4(2) of the Securities Act of 1933. 6,400,000
shares  (with  warrants)  were placed among 19 accredited investors, pursuant to

                                        3
<PAGE>

Regulation  D,  Rule 504, promulgated by the Commission pursuant to Section 3(b)
of  the  1933 Act. All warrants have expired or been cancelled and are no longer
of  any  further  force  or effect. Thereafter, in January and April 1999, 6,000
shares  and 1,250,000 shares, respectively, were placed pursuant to Rule 504, in
each  case  to  a  single  sophisticated and knowledgeable investor. Each of the
foregoing  issuances  were  made,  were  applicable, to specific exemptions from
registration  pursuant to State Law. In the judgement of Management, there is no
unresolved  issue  or  potential  issue  of  non-compliance  with  State Laws or
regulation.

     We  had  ambitious plans, at that time, to network through travel agencies,
upon observing that none of the notable competitors were so networked. Our plans
included  the  development  of  networking with firms marketing tour packages or
tour  clubs  and firms which could utilize our charter services as a value-added
supplement to their Southern California operations. Emphasis was to be placed on
identifying  easy access to Dana Point Harbor, twenty minutes from Orange County
Airport,  one  hour  from  San  Diego  Airport or from Los Angeles International
Airport.  Arrangements  with Dana Point were investigated and the feasibility of
our use determined. Management further planned to make our services known to the
American  Association  of  Retired  Persons,  which organization accounts nearly
500,000  members  touring  Southern California during the off-season. Plans were
made to join the Dana Point Chamber of Commerce, which would provide a cost-free
listing  in  the  California  tourism  magazine  and information data-base, with
circulation  of  just  under  one  million  copies in six counties and automatic
posting  with  all  major  hotels throughout the State of California. Plans were
made  for  an  Internet  web-page,  linked to that of the  Dana Point Chamber of
Commerce.

     All  of  these  intentions,  and  the  best  laid plans of Management, were
dependant,  however,  upon  securing  boats  and/or participating boat owners or
providers,  so  that  the  services  could  be  offered.

     On  or  about  March  5,  1998  and continuing through September, tentative
arrangements  were reached to acquire boats from a provider in Norway, which had
acquired them in foreclosure of a lien, but had no profitable operation in which
to use them. The concept was to acquire the boats for stock, but the arrangement
called  for  our  common  stock  to  achieve acceptance for quotation on the OTC
Bulletin Board. During 1998, we paid a consulting fee to the Norwegian group for
a  joint  marketing, advertising and referral program to bring northern European
tourists to Southern California's sport fishing market. During 1998 arrangements
were  made  with  scuba  diving  tour  group  leaders in Florida and Mexico, for
possible  dive  tours  in the Florida Keys, the Great Barrier Reef of Australia,
the  Island  of  Cozumel  off  the Yucatan Peninsula of Mexico, and the seas off
Egypt.

     By  the end of June, 1998, our then current unaudited financial statements,
indicated  a  net  loss  from  operations  of  $155,544.00, $102,470.00 of which
represented  consulting  fees  directed to Norway. Our ability to launch was yet
dependent  upon  OTC  Bulletin  Board  acceptance, and comments between the NASD
Staff  and  NASD  submitting members were on-going. Delay due to NASD Commenting
period  for start-up companies was not deemed unusual by management, but shortly
before  the  review  of the last set of Comments, the NASD changed its rules for
acceptability for new applicant submitter to the effect that the class of common
stock  to  be quoted must have been registered under the Securities Exchange Act
of  1934 Act, or we must have made an offering under the Securities Act of 1933,
such  that  the  applicant  have  a Commission file number and actually file and
remain  current  in  filing our financial statements with the Commission, and be
accessible  to  the  public. Accordingly, the NASD responded to the final set of
Comments  by  qualifying  our common stock for quotation on the Pink Sheets, but
not  on  the  OTCBB.

     As  a  result of the poor timing of events, from our point of view, we were
unable  to consummate the acquisition of the boats and was forced to abandon our
original  business  plan.  After some unsuccessful efforts to launch operations,
the  original  business  plan  was  abandoned,  on  or  about  May  15,  1999.

     After abandoning our business plan, it became a company whose business plan
was  to  find  a  profitable business combination. As a practical matter, we are

                                        4
<PAGE>

required  to register our common stock pursuant to Section 12(g) of the 1934 Act
and  to pursue acceptance for quotation on the OTCBB if it is to have any chance
to  compete  with  other  issuers  or  registrants, for business combinations by
reverse  acquisition.  There  are  no  lock-up or shareholder pooling agreements
between  or  among  shareholders  of  DP  Charters.  All  shares  are  owned and
controlled  independently  by  the  persons  to whom they are issued. We have no
Internet  address.

      (2)  BANKRUPTCY,  RECEIVERSHIP  OR SIMILAR PROCEEDING. None from inception
to  date.

 (B)  BUSINESS  OF THE REGISTRANT. We have no present business or business plan.
It is a potential candidate for business combination, most likely in the form of
a  reverse  acquisition  or  similar  transaction.

     CONSULTANTS. We have only a single consultant, namely its the United States
subsidiary  of  our principal shareholder, Intrepid International Ltd., a Nevada
Corporation.  Information about the Principal Shareholder, and its Nevada United
States  subsidiary  is  found  later  in  this  Registration Statement. The U.S.
management  of  that  subsidiary  serves  as  the  management  of  us.  No other
consultants  are  presently  engaged  nor  are  there  any  plans  to retain any
consultants  currently  or for the foreseeable future. The Norwegian consultants
previously mentioned were specific to the previous business plan, now abandoned,
and  maintain  no relationship to us or any of our affiliates. It is, of course,
conceivable  that  should a target business be acquired, one or more consultants
may  be  sought out by the management of the acquired entity, following a change
of  control. As of this time, there is no basis upon which Management could base
anything  more  than  mere  speculation  as  to what manner of consultants, what
criteria  for seeking or selecting consultants, or what term of service any such
consultant  might  require;  for the reason that all such consideration would be
matters  before the Management only after a change of control which would result
from  a  reverse acquisition. Neither Management, nor the Principal Shareholder,
nor  Officers,  nor  Directors  or affiliates have regularly used any particular
consultants  on  a  regular  basis.

     NO  PRESENT  ACQUISITION  ACTIVITIES.  We  have  not presently pursuing our
business  plan, for the reason that such activities are not timely. They are not
timely  because  we must qualify ourselves for quotation on the Over the Counter
Bulletin  Board ("OTCBB") before wet can enter the arena of seeking any business
combination by reverse acquisition. The process of qualifying for OTCBB requires
first  that we become a reporting company pursuant to this 1934 Act Registration
Statement.  The  process next requires that a Broker/Dealer make a submission to
the  National  Association  of  Securities  Dealers  ("NASD")  for permission to
publish  quotations  for  the purchase and sale of the common stock of us on the
OTCBB.  It would be our policy to employ a consultant to seek a broker/dealer to
become  such  a submitting market-maker in our common stock. Neither us, nor any
of our affiliates, are Broker/Dealers or NASD members. Since our common stock is
presently  quoted  on  the  Pink  Sheets, it is likely that one or more existing
Market-Makers  would  apply  for  up-grade  from  the  Pink Sheets to the OTCBB,
without  the  necessity of us employing any consultants therefor. When and if an
NASD  member  Broker/Dealer  might  make such a submission to NASD, the Staff of
NASD would evaluate the submission and the due diligence investigation and would
make  comments  and requests for further information, deemed appropriate to that
Staff,  over  a  period  of  some  months,  before  granting  permission for the
submitting  Market-Maker  to  begin  publishing  quotations.  Until such time as
permission  may be granted, no quotations would be published on the OTCBB. While
quotations might be published on the Pink Sheets, such quotations do not, in the
judgment  of Management, constitute the basis for the creation or development of
an  orderly  trading market for the common stock of this Registrant. In arriving
at this opinion, that the Pink Sheets do not constitute the equivalent of OTCBB,
Management  must  consider  not  only its own opinion, but its assessment of the
opinions  of  those  with  whom  it  might  evaluate  a  reverse  acquisition.
Accordingly,  Management reports its conclusion that a search for an acquisition
target  is  premature, and that it would remain premature for some months, until
and  unless  the  common  stock  of  this Registrant may be quoted on the OTCBB.

                                        5
<PAGE>

     GENERAL INFORMATION ABOUT PROBABLE FUTURE ACQUISITIONS. Notwithstanding the
conclusion  and  report  that  searching  for  possible  acquisition  targets is
premature,  we  can  and will now disclose and report our general intentions and
policies,  with  respect  to  probable  future  acquisitions.

     LIMITED  SCOPE  AND  NUMBER  OF  POSSIBLE ACQUISITIONS: We do not intend to
restrict  our  consideration to any particular business or industry segment, and
we  may  consider,  among others, finance, brokerage, insurance, transportation,
communications,  research  and  development,  service,  natural  resources,
manufacturing  or  high-technology. Of course, because of our limited resources,
the  scope  and number of suitable candidate business ventures available will be
limited  accordingly, and most likely we will not be able to participate in more
than  a single business venture. Accordingly, it is anticipated that we will not
be able to diversify, but may be limited to one merger or acquisition because of
limited  financing.  This  lack  of diversification will not permit us to offset
potential  losses from one business opportunity against profits from another. To
a large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other firm's management
and  personnel,  the  anticipated  acceptability  of  new  products or marketing
concepts,  the  merit  of technological changes and numerous other factors which
are  difficult,  if  not  impossible,  to analyze through the application of any
objective  criteria.  In  many  instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for  the  future  because  of  the  necessity to substantially shift a marketing
approach,  expand  operations,  change product emphasis, change or substantially
augment  management,  or  make  other  changes.  We  will  be dependent upon the
management of a business opportunity to identify such problems and to implement,
or be primarily responsible for the implementation of, required changes. Because
we may participate in a business opportunity with a newly organized firm or with
a  firm which is entering a new phase of growth, it should be emphasized that we
may  incur  further  risk  due to the failure of the target's management to have
proven  our abilities or effectiveness, or the failure to establish a market for
the  target's  products  or  services,  or  the  failure  to  prove  or  predict
profitability.

     LOAN  FINANCING  NOT  ANTICIPATED.  There  are no foreseeable circumstances
under  which  loan financing will be sought or needed by us, other than possible
advances  by  our  Principal Shareholder, at any time before we may identify and
commit  ourselves  to  an acquisition candidate. At such time, if any, such loan
financing  would be secured on the basis of the that acquisition by and with the
owners  of  the acquisition target. In the absence of any present probability of
acquisition,  no  further  information  can  be  offered  at  this  time.

     REPORTING UNDER THE 1934 ACT.  We have become a 1934 Act Reporting Company,
by  operation  of  law due the passage time since our initial filling. As of the
date  of  this  amended filing, we have has not cleared comments of the Staff of
SEC. As a 1934 registrant, we are required to file an Annual Report on Form 10-K
or 10-KSB, 90 days following the end of our fiscal year. The key element of such
annual  filing  is  Audited  Financial  Statements  prepared  in accordance with
standards  established  by the Commission. A 1934 Act Registrant also reports on
the  share  ownership  of  affiliates  and  5%  owners, initially, currently and
annually.  In addition to the annual reporting, a Registrant is required to file
quarterly  reports  on  Form  10-Q  or  10-QSB, containing audited or un-audited
financial  statements,  and  reporting  other  material  events. Some events are
deemed  material  enough  to require the filing of a Current Report on Form 8-K.
Any  events  may  be  reported  currently,  but  some  events,  like  changes or
disagreements  with  auditors,  resignation of directors, major acquisitions and
other  changes  require  aggressive current reporting. All reports are filed and
become  public  information. There are other reporting obligations of a 1934 Act
registered  company,  including  periodic  reports  of activities by significant
shareholders.

     The  practical  effects  of  the foregoing requirements on the criteria for
selection  of a target company are two-fold: first, the target must have audited
or  auditable  financial  statements,  and the target must complete an audit for
filing  promptly upon the consummation of any acquisition; and, second, that the

                                        6
<PAGE>

target management must be ready, willing and able to carry forth those reporting
requirements  or  face de-listing from the OTCBB, if listed, and delinquency and
possible  liability  for  failure  to  report.

     PROBABLE INDUSTRY SEGMENTS FOR ACQUISITION. While we may consider proposals
from  a  wide  variety  of  business  segments,  Management  is  aware  that
high-technology  and  new  communication  technologies, internet and information
services,  are  an  area  of  current interest. Management feels that it is most
likely  that a business combination candidate will be selected in these industry
segments. This present inclination of management may change, as pubic and market
interests  may  change,  and  is not a formal policy or commitment of us. Due to
circumstances  unique  to  us,  it is not in a position to consider any specific
proposal  for  the use of us in reverse merger transactions, for the reason that
it  is  not  now qualified for quotation on the OTC Bulletin Board, and will not
be,  if  at  all,  for an indeterminant number of months. There is no present or
foreseeable potential that we will acquire a target business or company in which
our  present  management  or  principal  shareholder,  or  affiliates,  have  an
ownership  interest.  Consideration  has  been given to corporate policy in this
regard,  and  it has been determined not to permit any transaction in other than
an arm's length acquisition of business assets owned and controlled by unrelated
third  party  interests.  The  basis  for  this  policy is two fold: first, that
related  party  transactions  are  unnecessary in the judgment of management and
involve  risks  not  necessary  to  invite;  and  second  that  related  party
transactions  do  not  offer  the potential profitability for shareholders, that
management  believes  exists  presently  in  the market place for public issuers
amenable  to  reverse/merger  transactions.

     FINDERS FEES FOR MANAGEMENT. No finder's fees will be payable to Management
in  connection with any forseeable reverse acetin. Management is identified with
the principal shareholder. The Principal Shareholder's remaining share ownership
following  any  reverse  acquisition,  and  the  Principal  Shareholder might be
expected  to  sell our controlling interest for consideration from the acquiring
shareholders  of  the acquisition target. Depending on the quality of the target
company,  the  principal  shareholder  may sell all, some or none of the control
block,  as  matters  for  arm's length deal-making, when it comes to that stage.
Such a sale of shares, if any, by affiliates, promoters or their transferees, to
effect  a  change  of control would not be entitled to reliance on Rule 144, but
would  result in the creation of new restricted securities under Rule 144(a), by
its terms, and by analogy to Rule 145. This is because Rule 144 is not available
for  promoters  or  affiliates  of  blank  check  companies,  as  well  as their
transferees,  and,  therefore,  any sales by them would have to be registered or
qualify  for  an  exemption  available  at  the  time  of  any  proposed  sale.
Additionally,  the  Principal  Shareholder  is  the  Principal  Consultant  and
provides, has provided and may provide corporate services to us, billable hourly
in  an  established  and customary manner. No finders fees, commissions or other
bonuses  to Management, Principal Shareholder, or affiliates, for securing or in
connection  with  any  acquisition, will be paid or payable, as a matter of both
current economic conditions and corporate policy. Management has determined that
in  its  view  of the current market for such transactions, such fees or bonuses
are  not  justifiable.

     DISCRETION  TO  ALLOCATE OPPORTUNITIES. It is disclosed here and elsewhere,
that  the  Management of us is also the Management of our Principal Shareholder,
and  that  the Principal Shareholder has other businesses than the Management of
us.  Those  other  business activities include providing professional consulting
services  to  other  public  or  private  corporations  in  which  the principal
shareholder  and  our  officers  are  not  involved  directly  in management, as
officers,  directors  or  principal  shareholders. Mr. Sifford and Mr. James, or
either  of  them,  may  from  time  to  time  serve as interim officers of other
corporations.  Some  clients  of  Intrepid International are, from time to time,
corporations which have failed to achieve previous business goals, or which have
engaged  in  businesses  which have failed or been abandoned. Accordingly, it is
inherent  in this relationship that Management and the Principal Shareholder may
be  in  a  position  to introduce one or more business opportunities to this the
shareholder  of us, or to direct such opportunities to other business interests,
private  or  public  corporations,  or  unrelated investors. This is an inherent
potential  conflict  of  interest  which  may  or may not become material in the
future.  At  present,  no  acquisition  is  probable  or  reasonably  practical.

                                        7
<PAGE>

(C)  FINANCING  PLANS.  For  more  information,  please  see  Item 6 of Part II,
Management's  Discussion  and  Analysis.

(D)  GOVERNMENT  REGULATION. There are no issues of government regulation unique
to  us  or  our  business.

(E)  COMPETITION.  Other  better capitalized firms are engaged in the search for
acquisitions  or business combinations which firms may be able to offer more and
may  be  more  attractive  to  acquisition  candidates. We have not yet become a
present  candidate  for  reverse  acquisition  transactions,  for  the  reasons
previously  stated.  It may become so in the future, and becoming so when we can
is  our  business  plan.  It  is  doubtful whether any such transaction could be
anticipated  in  the  next  twelve  months. There is no compelling reason why we
should  be  preferred  over  other  reverse-acquisition  public  corporation
candidates.  It  has  no  significant  pool  of  cash  nor can offer any capital
formation  incentive  for  our  selection.  We  have  a limited shareholder base
insufficient  for  acquisition  target  wishing  to  proceed  for application to
NASDAQ.  In comparison to other "public shell companies" we are unimpressive, in
the  judgement of management, and totally lacking in unique features which would
make  it  more  attractive  or  competitive that other "public shell companies".
While management believes that the competition of other "public shell companies"
is  intense  and  growing,  it has no basis on which to quantify our impression.
Please  See the Item 6 of  part II, Management Discussion and Analysis, for more
information  and  disclosure.

(F)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions at this time.

(G)  EMPLOYEES.  We  have  no  employees  other than our Officers and Directors.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  and  enjoy  the  non-exclusive  use  of offices and
telephone of our officers and attorneys, without charge or written agreement. We
pay for outside copying and Federal Express, U.P.S and other messenger services.
We do not pay for routine telephone, in-house copying or United States Mail. Our
address  for  mail  and deliveries is 24843 Del Prado, Dana Point CA, 92629. Our
affairs are conducted a 34700 Pacific Coast Highway, Suite 303, Capistrano Beach
CA  92624.  This  latter suite is the Office of Intrepid International Ltd., the
United  States  Office  of  the  Principal  Shareholder.

     We  have  adopted no policies with respect to real estate investment. While
we  have  no  intention  of  investing in real estate, we are not prevented from
doing  so  by  any  corporate policy or action. Management disclaims any special
knowledge  or skill with respect to real estate investment, and cannot presently
foresee  any  circumstances which would make such an investment attractive to us
or  our  shareholders.


                           ITEM 3.  LEGAL PROCEEDINGS.

       There are no legal proceedings pending against the Company, as of the
                           preparation of this Report.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                                      None.

                                        8
<PAGE>

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET  INFORMATION.  Our  Common  Stock is cleared for quotation Over the
Counter  on  the  Pink  Sheets,  only  recently. To the best of the Registrant's
knowledge  and  belief, there has been no market activity, buying or selling, of
the  common  stock  of  this  Registrant,  in  brokerage  transactions.

 (B)  HOLDERS.  There  are  presently  53  shareholders of the our common stock.

 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on our Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

 (D)  REVERSE  ACQUISITIONS.  A  reverse  acquisition  of  a  target business or
company  would  be  expected  to  involve  a  change  of  control of us, and the
designation  of  new  management.  Our financial statements would become largely
unreflective  of the true condition of us after such an acquisition. Shareholder
approval  would  be  solicited,  pursuant to the laws of the State of Nevada, to
approve  the  acquisition, change of control, and any material corporate changes
incidental  to  our  reorganization.  In  connection  with  the  solicitation of
shareholder  approval,  whether  or  not proxies are solicited, we would provide
shareholders with the fullest possible disclosure of all information material to
shareholder  consideration,  and such disclosure would include audited financial
statements of the target entity, if available. If shareholder approval is sought
in  advance  of  audited  financial  statements  of  an  acquisition target, the
authority  of  management to consummate any transaction would be contingent on a
proper  audit  of  the target meeting the criteria of any un-audited information
relied  upon  by  shareholders.

 (E)  SECONDARY  TRADING.  It  is  the  view  of the Staff of the Securities and
Exchange  Commission  that Rule 144 is not available for promoters or affiliates
of  blank  check companies, as well as their transferees, either before or after
any  transaction with an operating entity or other person, and that any sales by
them  would  have  to be registered under the Securities Act of 1933, or qualify
for  an  exemption  available  at  the  time  of  any  proposed  sale.

     Our  company  has  no  present business and our plan is to seek and acquire
productive  assets.  A  blank  check  offering is an offering of securities by a
company  which,  at  the  time of the offering, has no business or business plan
other  than  to  seek  a  business  by merger or acquisition or other profitable
combination. No promoter, officer, director or person engaged in management-type
activity of this corporation has been involved in any blank check offerings. Our
business plan has failed, however, such that now we have no present business and
our  plan  is  to  seek and acquire productive assets. Even though we have never
made  a blank check offering, we are now considered a blank check company in our
present  condition.  We  have  indicated  that  we  may  acquire or create a new
business  combination  by  acquisition  for  common  stock.

     An  underwriter of securities is one who acquires securities with a view to
distribution  of  them  to  others.  None  of our affiliates, nor any person now
deemed  to  be  a  promoter,  acquired any of our existing securities for such a
purpose.  Nor have any earlier persons who were at any time officers, directors,
affiliates,  promoters,  or their transferees acquired any of our securities for
any  such  purpose. However, it is expected that such persons would be deemed to
be  promoters  of  any  new venture resulting from our acquisition of any target
company.

                                        9
<PAGE>

     In  a business combination or transaction with an operating entity or other
person,  if  stock  of  the registrant is given in exchange for cash or stock of
another  entity,  the  persons  who  receive  the  registrant's  stock  from the
officers, directors, affiliates, promoters, or their transferees will themselves
be  transferees  .

     Secondary trading refers generally to the marketability to resell resale of
our  securities  and  is  generally  governed  by  Rule  144, promulgated by the
Securities  and  Exchange Commission pursuant to Section 3 of the Securities Act
of  1933.  Securities  which have not been registered pursuant to the Securities
Act  of  1933, but were exempt from such registration when issued, are generally
"Restricted  Securities"  as  defined  by  Rule  144(a).  The  impact  of  the
restrictions  of Rule 144 are (a) a basic one year holding period from purchase;
and  (b)  a  limitation of the amount any shareholder may sell during the second
year, as to our non-affiliates. The limitation of amounts is generally 1% of the
total  issued  and  outstanding  in  any  90  day  period.

      20,000,000  shares  are  held  by  our  affiliates.  These  shares are not
presently  entitled  to reliance on Rule 144 for resale, and may not be entitled
to  resell  their  shares  of  the  registrant  for an indefinite future, unless
registered  under  the  Securities  Act  of  1933,  or  qualify for an exemption
available  at  the time of any proposed sale. It is the view of the Staff of the
Securities  and Exchange Commission that Rule 144 is not available for promoters
or  affiliates  of  blank  check companies, as well as their transferees, either
before  or  after  any transaction with an operating entity or other person, and
that  any  sales by them would have to be registered under the Securities Act of
1933,  or  qualify  for an exemption available at the time of any proposed sale.

     27,656,000 shares are issued and outstanding. 7,656,000 shares are owned by
our non-affiliates and are believed to be unrestricted securities which could be
sold  without  restriction  of  Rule  144.  These  7,656,000  shares were issued
pursuant  to  Rule  504  on  or  before April 6, 1999, and were not, when issued
Restricted  Securities,  as  defined  by  Rule  144(a).

OPTIONS  AND DERIVATIVE SECURITIES. We have no outstanding options or derivative
securities.  There are no shares issued or reserved which are subject to options
or  warrants  to  purchase,  or  securities  convertible  into  common  stock.

RISKS  OF  "PENNY  STOCK." Our 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 stock share 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.

     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 our 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,

                                       10
<PAGE>

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
our common stock to resell their shares to third parties or to otherwise dispose
of  them.

     RISKS  OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations  which  may  affect  the resale of the existing shares of our common
stock,  consideration  must  be  given to the  Blue Sky  laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some  States  may  distinguish  between  companies  with  active  businesses and
companies  whose  only business is to seek to secure business opportunities, and
may  restrict  or  limit  resales  of  otherwise  free-trading  and unrestricted
securities  of  companies,  like  us,  whose  business  is  to seek an uncertain
profitable  business combination at some future time. We have taken no action to
register  or qualify our common stock for resale pursuant to the  Blue Sky  laws
or  regulations  of any State or jurisdiction. Accordingly offers to buy or sell
our  existing securities may be unlawful in certain States and may be subject to
civil  or  criminal  penalties.


(F)  SALES  OF  UNREGISTERED  COMMON  STOCK  1999.

     On  or  about  January  5,  1999,  we  placed 6,000 shares of common stock,
pursuant  to  Rule  504, to a single sophisticated investor, Vegas Publications,
Inc.,  with  a  pre-existing relationship with management, for $600.00, or $0.10
per  share.

     On  April  6, 1999, we placed 1,250,000 shares of common stock, pursuant to
Rule 504, to a single sophisticated investor, Marshall Worldwide Limited, PO Box
2047-100,  San  Jose,  Costa Rica, for $12,500.00, paid for in cash at $0.01 per
share.


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 (A)  PLAN  OF  OPERATION.  We  were duly incorporated in Nevada on December 18,
1997,  as  DP  Charters,  Inc., with the intention of initiating a charter yacht
service from the Dana Point Harbor, Orange County, California. We later expanded
our  business  plan  to  include the organization of scuba dive tours at various
world  locations.  After  some  unsuccessful  efforts  to launch operations, the
original  business  plan  was  abandoned,  on  or about May 15, 1999. We have no
present  business  or  business  plan  other  than to seek a profitable business
combination,  most  likely  in  a  reverse  acquisition  or similar transaction.
Accordingly, our plan is to seek one or more profitable business combinations or
acquisitions  to  secure  profitability  for  shareholders.

     PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. Our Management, Mr. James and
Mr.  Sifford,  are  the  Officers and Directors of Intrepid International Ltd. a
Nevada  corporate  subsidiary  of  Intrepid  International,  S.A.  a  Panama
corporation.  These  two  Intrepid  officers  and  directors  ar  referred  to
collectively  as  our  "Principal  Shareholder".

     We  are  not presently pursuing our business plan, for the reason that such
activities are not timely. They are not timely because we must qualify ourselves
for  quotation  on  the  Over the Counter Bulletin Board ("OTCBB") before it can
enter  the arena of seeking any business combination by reverse acquisition. The
process  of  qualifying  for  OTCBB  requires  first  that we become a reporting
company  pursuant  to  this  1934  Act  Registration Statement. The process next
requires  that  a Broker/Dealer make a submission to the National Association of
Securities  Dealers  ("NASD")  for  permission  to  publish  quotations  for the
purchase  and  sale  of our common stock on the OTCBB. It would be our policy to

                                       11
<PAGE>

employ  a  consultant  to  seek  a  broker/dealer  to  become  such a submitting
market-maker  in  our  common  stock. Neither us, nor any of our affiliates, are
Broker/Dealers  or  NASD  members. Since our common stock is presently quoted on
the  Pink  Sheets,  it  is  likely that one or more existing Market-Makers would
apply  for  up-grade from the Pink Sheets to the OTCBB, without the necessity of
us  employing any consultants therefor. When and if an NASD member Broker/Dealer
might  make  such  a  submission  to  NASD, the Staff of NASD would evaluate the
submission,  and  the  due  diligence investigation, and would make comments and
requests  for  further  information,  deemed  appropriate  to that Staff, over a
period  of  some  months,  before  granting  permission  for  the  submitting
Market-Maker  to  begin publishing quotations. Until such time as permission may
be  granted,  no  quotations  would  be published on the OTCBB. While quotations
might  be  published on the Pink Sheets, such quotations do not, in the judgment
of  Management,  constitute  the  basis  for  the  creation or development of an
orderly  trading  market for our common stock. In arriving at this opinion, that
the  Pink  Sheets  do  not  constitute  the equivalent of OTCBB, Management must
consider  not  only its own opinion, but its assessment of the opinions of those
with  whom  it  might  evaluate  a  reverse acquisition. Accordingly, Management
reports its conclusion that a search for an acquisition target is premature, and
that  it  would  remain  premature  for some months, until and unless our common
stock  may  be  quoted  on  the  OTCBB.

     We  are  not  ready  to  search for or to consider any specific acquisition
target. It does not expect to be able to begin consideration of any acquisitions
for  four to six months. We cannot expect to identify or commit ourselves to any
acquisition  within  the next twelve months, or perhaps longer for the following
reasons.  It  is  not  our  policy  or  practice,  our  Management  or Principal
Shareholder  to  advertise,  or  travel in search of possible targets. We do not
command  the  capital or liquidity with which to conduct such a search, and does
not  expect  to  be  able  to  engage  in  any capital formation or loan funding
activities  for  that  purpose.  While  incidental  advances  by  the  Principal
Shareholder  for corporate maintenance, filing fees, legal and professional, and
auditing  are foreseeable, the Principal Shareholder has no intention of general
funding  or  funding search, advertising or other promotion us. Accordingly, our
future prospects are likely to await such serendipitous referral or introduction
as  may lead to conversations with potential target businesses. The search for a
profitable  business  combination,  accordingly,  must  be  understood  as  an
essentially  passive  one,  relying mostly on word of mouth. It is possible that
business  brokers  or  promoters  may  at  some point approach management with a
proposal.  No estimate can be made when and if such a passive search might yield
an  acquisition  target.

     When  and  if  a  probable  acquisition  target  may  be identified, or may
identify  ourselves,  Management  will  conduct  extensive  due  diligence  and
evaluation  of the target, based upon the financial statements of an acquisition
target,  our forseeable requirements for capital, and realistic potential of the
target to attract the capital we may require, and management's evaluation of our
ability  to  achieve our plan for profitability. No acquisition would be made if
Management were not satisfied that our plan for profitability and viability were
sound  and  in the interests of shareholders. We will continue our evaluation of
opportunities  until  an  attractive  business  combination  is accomplished, no
matter  how  long  it  may  take.

     CASH  REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have
no  immediate  need  for  current  capital  formation  in our present stage from
outside  sources.  This means that we expect to maintain our corporate and other
filings  and  reports  during  the  next  twelve  months.

     Reference  is  made  to  Note  2,  Going  Concern, of our Audited Financial
Statements:  "The  Registrant  is  dependant  upon  raising  capital to continue
operations.  The  financial statements do not include any adjustments that might
arise  from  the  outcome  of this uncertainty. It is management's plan to raise
additional  funds  to  begin  our  operations."  We  would  be  dependent on the
acquisition of assets and businesses to commence business operations. We are not
dependant  on  additional  funds to conduct our investigation and selection of a
profitable  business  combination. Management cannot plan such capital formation
as  may  be  appropriate  for  an  acquired  business  before  selection  of and

                                       12
<PAGE>

combination  with  such a business. It is to be expected that following the firm
agreement  to  combine, some capital raising program would be necessary, but any
such  program would be offered to investors based upon the assets and businesses
to  be  acquired,  and  not  on us in our present condition, without businesses,
revenues,  or  income  producing  assets.

     Reference is made to Note 3, Development Stage Company, of the Registrant's
Audited Financial Statements: "The Registrant is a development stage company, as
defined in Financial Accounting Standards Board Statement 7. It is concentrating
substantially  all of our efforts in raising capital and developing our business
operations  in  order to generate significant revenues." After some unsuccessful
efforts  to  launch  operations, the original business plan was abandoned, on or
about  May  15, 1999. We have no present business or business plan other than to
seek  a profitable business combination, most likely in a reverse acquisition or
similar  transaction.  Accordingly,  our  plan is to seek one or more profitable
business  combinations or acquisitions to secure profitability for shareholders.
We  are  not  presently  concentrating  on  selecting  a  business  combination
candidate.  No current fund raising programs are being conducted or contemplated
before  merger,  acquisition  or  combination  is  announced,  and then any such
capital  formation  would  be  offered  to  investors  based upon the assets and
businesses  to  be  acquired,  and  not  on us in our present condition, without
businesses,  revenues,  or  income  producing  assets.

     In  the  event,  consistent  with  the  expectation  of management, that no
combination  is made within the next twelve to eighteen months, we may be forced
to  effect  some  advances from our Principal Shareholder, for costs involved in
maintenance  of  corporate franchise and filing reports as may be required, when
and  if this 1934 Act registration is clear of comments by the SEC Staff. Should
this  become  necessary, the maximum amount of such advances is estimated not to
exceed  $20,000.00.  No  agreement  by  the  Principal  shareholder to make such
advances  is  in  place, and no guarantee can presently be given that additional
funds, if needed, will be available. It is by far more likely that advances will
take  the  form  of  providing services on a deferred compensation basis. Should
further  auditing  be required, such services by the Independent Auditor may not
be  the  subject  of  deferred  compensation.

     As  reflected  in our Financial Statements, provided with this Registration
Statement,  it has not been necessary for any shareholder to advance operational
funds  to  us.

SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

EXPECTED  PURCHASE  OR  SALE  OF  PLANT  AND  SIGNIFICANT  EQUIPMENT.  None.

EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.  None.


 (B)  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION.

       (I)  OPERATIONS  AND  RESULTS  FOR  THE  PAST  TWO  FISCAL  YEARS.  This
Corporation  has  had  no  revenues since our inception in December of 1997. Our
attempt  to  commence  operations  failed and was abandoned on May 15, 1999. Our
expenses  of  $156,559, for the five months ended May 31, 1998, and $191,679 for
the  twelve  months  ended  December  31, 1998, are not considered indicative of
maintenance  expenses  for the next six to twelve months, but reflected attempts
to  secure  rights  and  assets  for our former and abandoned business plan, and
unusual  legal  expenses  in  connection  with  due  diligence investigation and
disclosure  in  connection  with  submission  to  the  NASD for quotation on the
Bulletin  Board,  the  OTCBB,  in  the  context  of the NASD rule changes. As an
incidental  result  of  the  NASD Rule changes our common stock is allowed to be
quoted  over the counter in the "Pink Sheets", but will not be qualified for the
OTCBB  until  this  1934  Registration  has  been cleared of comments by the SEC
Staff.  Our  expenses for 1999 were $27,825, consisting substantially of general
and  administrative  expenses,  which  included legal and professional expenses,
mainly  for  the  preparation  of  this  1934  Act Registration. During 1999, we
changed  our  method  of amortization of organizational costs in accordance with
current  accounting  principles  and  expensed  the  remaining balance, with the
effect  of  a  $12,000  charge.  During  1999, $10,000 was paid to our principal
consultant  as  fees  for  services  on  a  time/hour/fee basis. During 1999, we

                                       13
<PAGE>

received shareholder loans of $13,000 of which $3,000 was repaid in 1999. During
1999  we  advanced $10,000 to a shareholder. This advance was a receivable as of
the  end  of  1999.

          It  is  noted that the total expenses for the three months ended March
31,  1999,  and the six months ended June 30, 1999, are the same figure, $7,325;
and  for the nine months ended September 30, 1999 are $27,325; and it is further
noted,  that  figure  includes  the  amortization  of organizational expenses of
$16,000.  Management  estimates  that the expenses needed to carry us through an
ultimate  reorganization,  over  and  above  current  cash,  to be not more than
$20,000.00,  which funding, if needed, would be used to defer legal and auditing
and  accounting, and incidental filings with the Commission, and with any States
in  which  the  parties  are  domiciled.

          We retained a firm named Capital Relations and Management to assist in
initial  submission to the OTCBB, paying a fixed fee of $2,500 for that service.
Capital  Relations  and Management is not an affiliate of us of or our Principal
Shareholder.  Capital  Relations  submitted our disclosure documents to National
Capital,  LLC,  which market maker duly submitted for permission to quote to the
NASD.  Before  clearing  comments,  the NASD effected its rule changes, with the
result  that  our  common  stock  was cleared for the Pink Sheets, but cannot be
cleared  for  the  OTCBB until our 1934 Act Registration shall have, and cleared
comments  by  the  SEC  Staff. We have not, and will not, take other affirmative
steps to encourage or request any broker-dealer to act as a market maker for our
securities.

       (II)   FUTURE  PROSPECTS.  We  cannot  predict  when,  if  ever,  we will
participate  in  a  business  opportunity  in view of our limited resources, and
competitive  disadvantages  with  respect  to  other  public  or  semi-public
Registrants.  Such  a  forward  looking  statement  must  be recognized as such.
Unexpected  events, changes in market conditions, loss of experienced management
personnel,  and  the  like,  certainly require that management's expectations be
evaluated  in  the light of the basis for such forward looking statements. There
are  no  guaranties of success at any stage. Nor, can we predict when or whether
our  1943  Act Registration will be cleared of comments by the Staff of the SEC.

 (C)  REVERSE  ACQUISITION  CANDIDATE.  We  are  is  searching  for a profitable
business  opportunity.  The  acquisition of such an opportunity could and likely
would  result  in  some  change in control of us at such time. This would likely
take  the form of a reverse acquisition. That means that we would likely acquire
businesses  and  assets  for  stock in an amount that would effectively transfer
control of us to the acquisition target company or ownership group. It is called
a  reverse-acquisition  because  it  would  be an acquisition by us in form, but
would  be  an  acquisition  of us in substance. Capital formation issues for the
future  of  us  would  arise  only  when  targeted  business or assets have been
identified.  Until  such  time,  we  have  no  basis  upon  which to propose any
substantial  infusion  of capital. While no such arrangements or plans have been
adopted  or  are  presently  under  consideration,  it  would be expected that a
reverse  acquisition  of  a  target company or business would be associated with
some  private  placements and/or limited offerings of our common stock for cash.
Such  placements, or offerings, if and when made or extended, would be made with
disclosure  and  reliance  on  the businesses and assets to be acquired, and not
upon  our  present  condition.


                         ITEM 7.  FINANCIAL STATEMENTS.

          AUDITED  FINANCIAL  STATEMENTS:  for the years ended December 31, 1999
and  1998, are provided as Financial Statement: Exhibit F-99, filed herewith are
incorporated  herein  by  this  reference  as  though  fully  set  forth herein.

                                       14
<PAGE>

             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.


             The Remainder of this Page is Intentionally left Blank

                                       15
<PAGE>

                                    PART III



    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The  following  persons  are  our  Directors,  having taken office from our
inception,  to  serve  until their successors might be elected or appointed. The
time  of  the  next  meeting  of shareholders has not been determined and is not
likely to take place before a targeted acquisition or combination is determined.

     J.  Dan  Sifford, Jr., age 61, has been our President since inception, grew
up  in Coral Gables, Florida, where he attended Coral Gables High School and the
University of Miami. After leaving the University of Miami, Mr. Sifford formed a
wholesale  consumer  goods  distribution  company  which operated throughout the
southeastern United States and all of Latin America. In 1965, as an extension of
the  operations  of  the  original  company,  he  founded  Indiasa  Corporation
(Indiasa),  a  Panamanian  company  which  was  involved in supply and financing
arrangements  with  many of the Latin American Governments, in particular, their
air  forces  and  their  national  airlines.  As customer requirements dictated,
separate  subsidiaries  were  established  to handle specific activities. During
each  of the past five years he has served as President of Indiasa, which serves
only  as  a  holding  company  owning: 100% of Indiasa Aviation Corp. (a company
which  owns  aircraft  but  has  no  operations);  100%  of  Overseas  Aviation
Corporation  (a  company  which  owns  Air  Carrier  Certificates  but  has  no
operations);  50%  of  Robmar  International,  S.A.  (a  company  operates  a
manufacturing  plant  in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport  rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger  airline  operating  in  the  Caribbean,  and  has  been our president
continuously  during  each  of  the  past  five  years.

      Mr.  Sifford  is  not  and  has  never  been a broker-dealer. He has acted
primarily  as consultant, and in some cases has served as an interim officer and
director  of  public  companies  in  their  development  stage.  The  following
disclosure  identifies those public companies: Air Epicurean, Inc., All American
Aircraft,  Earth  Industries,  Ecklan  Corporation,  EditWorks,  Ltd.,  Market
Formulation  &  Research,  Inc.,  NetAir.com,  Inc.,  NSJ  Mortgage  Capital
Corporation,  Inc.,  North  American  Security  & Fire, Oasis 4th Movie Project,
Professional Recovery Systems, Inc., Richmond Services, Inc., Telecommunications
Technologies,  Ltd.,  and  World  Staffing  II,  Inc.

     Of  these last mentioned companies, he is currently serving in our company,
in  Ecklan  Corporation,  in Oasis 4th Movie Project, in Richmond Services, Inc,
and  in  NetAir.com,  Inc.

     Kirt  W. James, age, 42, our Secretary-Treasurer, has a lifelong background
in  marketing  and sales. From 1972 to 1987, Mr. James was responsible for sales
and  business administrative matters for Glade N. James Sales Co., Inc. and from
1987  to  1990 Mr. James built retail markets for American International Medical
Supply Co., a publicly traded company. In 1990 he formed and became President of
HJS  Financial  Services,  Inc., and was responsible for the day to day business
operations  of  the  firm  as well as consultation with Clients concerning their
business  and Product Development. He remains the President and Sole Shareholder
of  HJS,  which is presently substantially in active. During the past five years
Mr.  James  has been involved in the valuation of private companies for internal
purposes,  and  as a consultant to private companies engaged in the private sale
and  acquisition  of other  private businesses. He has also assisted private and
public  companies  in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and  in  some  cases  has  served  as  an interim officer and director of public
companies  in their development stage. The following disclosure identifies those
public  companies  with  which  he has been involved during the past five years:
Earth  Industries,  Inc.,  EditWorks, Ltd., Market Formulation & Research, Inc.,

                                       16
<PAGE>

Mex  Trans  Seafood  Consulting, Inc., and North American Security & Fire. He is
also  an  Officer  and  Director  of  Oasis  4th  Movie  Project,  an  operating
non-trading  company.

     There  are  no  persons  who  are  officers  or  directors,  other than the
foregoing,  whose  activities have been or are material to the operations of us.
The  present Officers and Directors spend an insubstantial amount of time on the
activities  of  our  company.  There  are  no  arrangements,  agreements  or
understandings  between  non-management shareholders and management, under which
non-management  shareholders  or  other  persons  may  directly  or  indirectly
participate  in  or  influence the management of the affairs of us. There are no
agreements  or  understandings  for  any  officer  or  director to resign at the
request  of  another  person.

     Our  Officers  and  Directors  are  the  Officers and Directors of Intrepid
International  Ltd.  of  Nevada,  the  United  States  Subsidiary  of  Intrepid
International  S.A. of Panama, the Principal Shareholder. The principal business
of  the  United  States Subsidiary is the performance of Corporate Services on a
time-fee  basis.  It  is  foreseeable, but not presently intended, nor is it the
normal  practice,  that  these  Officers  and  Directors  may  serve  as interim
management  of  other  companies  in  their  development  stage.  Intrepid  does
participate from time to time in the organization of companies intending to make
offerings  of  unregistered  securities,  in  connection  with actual businesses
ventures.

     No  present  or  previous  promoter, officer, director or person engaged in
management-type  activity  of  this  corporation  has been involved in any blank
check  offerings.  A  blank  check  offering  is  an offering of securities by a
company  which,  at  the  time of the offering, has no business or business plan
other  than  to  seek  a  business  by merger or acquisition or other profitable
combination.  Intrepid's United States Officers, who serve as our officers, have
served  as officers of companies which with initial businesses or business plans
which have failed and which have eventually been abandoned, and which, following
such failure and abandonment, became, for some period of time, companies with no
operating  business or productive assets, and no business plan other than a plan
to seek to acquire profitable assets or businesses. The following companies fall
within  that category of description: Earth Industries, Inc., Richmond Services,
Inc.,  Market  Formulation & Research, Inc., Mex Trans Seafood Consulting, Inc.,
NSJ  Mortgage  Capital  Corporation, Inc., Telecommunications Technologies, Ltd.
There  are  no  other  present or previous promoter, officer, director or person
engaged  in  management-type activity of this corporation involved in any in any
company  or  corporation  within  that  category  of  description.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     Each of the two Officer/Directors have been issued 2,500,000 new investment
shares  of  common  stock,  each  for present service and incentive purposes, in
connection  with,  and as a part of the initial issuance of 20,000,000 shares to
founders  for  organizational  costs,  and  valued at $20,000.00 (par value). As
indicated  in  Items  4 and 5 immediately preceding, the names of those officers
and  directors receiving these shares are Kirt W. James, and J. Dan Sifford, Jr.
No  other  compensation,  or  plan of compensation, has been made, authorized or
contemplated  at  the  present  time  and  for  the  present period of corporate
inactivity  and  ill-liquidity.  There  is  no  market for our shares. It is not
possible to derive a "fair market value" for this share ownership based upon any
market. The Management shares were issued in 1997 at par value. The actual value
of this ownership would ripen if, and only if, we could achieve profitability by
acquisition  of assets or businesses. It was not the intention us for our shares
to  trade on the Pink Sheets. During the period of comments for the OTC Bulletin
board,  the  rules  having  changed,  our  common stock was cleared for the Pink
Sheets  by  default.  We  believe  that  no  actual quotations of bid or ask are
current. It is, however useful to us to remain qualified for the Pink Sheets, in
as  much  as  the procedure for moving from the Pink Sheets to the OTCBB is less
taxing  than an original submission. Accordingly, the shares of our common stock
owned by officers and directors is deemed to have no present public trading, nor

                                       17
<PAGE>

have  ever had any  public trading value. Inasmuch as the 20,000,000 shares were
issued  in  October  1997  for organizational services valued at $20,000.00, the
value  attributed  to  the  shares  provided  to the Officers therefore would be
$2,500.00  each.


    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the best of our
knowledge  and  belief  the  following  disclosure  presents  the total security
ownership  of  all persons, entities and groups, known to or discoverable by us,
to  be  the  beneficial  owner or owners of more than five percent of any voting
class  of our stock. More than one person, entity or group could be beneficially
interested  in  the  same  securities,  so that the total of all percentages may
accordingly  exceed  one hundred percent of some or any classes. Please refer to
explanatory  notes  if  any,  for  clarification  or additional information. The
Registrant  has  only  one  class  of  stock;  namely  Common  Stock.

 (B)  SECURITY  OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors  and  Nominees,  naming  them,  and by all Officers and Directors as a
group,  without  naming  them,  known  to  or discoverable by us.  More than one
person, entity or group could be beneficially interested in the same securities,
so  that the total of all percentages may accordingly exceed one hundred percent
of  some  or  any  classes.  Please  refer  to  explanatory  notes  if  any, for
clarification  or  additional  information.

                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S>                                         <C>         <C>      <C>         <C>
 Name and Address of Beneficial Owner. . .  Actual        %      Attributed        %
                                            Shares                Shares
                                            Owned                  Owned

J. Dan Sifford, Jr.(1) . . . . . . . . . .   2,500,000     9.04  20,000,000    72.32
62 Bay Heights Drive
Miami, Florida 33133
------------------------------------------------------------------------------------
Kirt W. James (1). . . . . . . . . . . . .   2,500,000     9.04  20,000,000    72.32
24843 Del Prado #318
Dana Point CA 92629
------------------------------------------------------------------------------------
All Officers and Directors as a Group. . .   5,000,000    18.08  20,000,000    72.32
------------------------------------------------------------------------------------
Laurencio Jaen O. (2). . . . . . . . . . .           0     0.00  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Teodoro F. Franco L. (2) . . . . . . . . .           0     0.00  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Leopoldo Kennion G (2) . . . . . . . . . .           0     0.00  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------

                                       18
<PAGE>

------------------------------------------------------------------------------------
Intrepid International S.A. (1) (2). . . .  15,000,000    54.24  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Total  Other 5% Owners  of the Registrant.  15,000,000    54.24  20,000,000    72.32
------------------------------------------------------------------------------------
Total Shares Issued and Outstanding. . . .  27,656,000   100.00  27,656,000   100.00
------------------------------------------------------------------------------------
</TABLE>

     (1)     The  Officers  and  Directors of us are affiliates of the Principal
Shareholder.  For  this reason the attribution of all shares to each is shown in
the  table.  Please  see  Item  5  of  this Part, Directors, Executive Officers,
Promoters  and  Control  Persons  for  further information. The shares listed as
issued  to  them  are  were  in  fact  issued  to  them, as individuals, and are
beneficially  owned  by  them  as  indicated.

     (2)  The Ownership of the 15,000,000 is held by Intrepid International as a
corporate  asset and is not the personal asset of any of our Officers, Directors
or  shareholders.  These  Officers, Directors and Shareholders of the Panamanian
Principal shareholders are the same three persons. Their names and percentage of
ownership  are  Laurencio  Ja  n  O. (50%), Teodoro F. Franco L. (50%), Leopoldo
Kennion  G.  (0%).  Please  see  Item  7 of this Part, Certain Relationships and
Related  Transactions  for  further  information.

     (1)  (2)  Each  of  the shareholders shown in the foregoing table have sole
voting  power  with  respect  to  their  actual  legal ownership, Mr. James, Mr.
Sifford,  and  the  Panama  Corporation.  There  are  no  legal  or  contractual
arrangements  which  require  these affiliates to act in concert with respect to
their  share  ownership.  However,  legal obligations aside, it is reasonable to
expect  the Officers of us and the Principal shareholder to cooperate and to act
in their common interest until a change of control shall have occurred. Should a
change  of control result in the present affiliates ceasing to be affiliates for
a period of ninety days or more, each of the individual Directors and the Panama
Corporation  would  be  at  liberty  to  direct  their  own  management of their
respective  share  ownerships.


 (C)  CHANGES IN CONTROL. There are no arrangements, including any pledge by any
persons,  of securities of us, which may at a subsequent date result in a change
of  control  us.  In  as  much  as  we  are  searching for a profitable business
opportunity, it is to be expected that a change of control would be contemplated
when  such  a  target  is  identified.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Intrepid  International,  S.  A.  ("Intrepid-Panama")  is  our  principal
shareholder.  Our  Officers  and  Directors  affiliates  of Intrepid-Panama. The
principal  shareholder  was  incorporated  in  the Republic of Panam  in 1984 to
offer  financial services to natural resource companies, primarily those engaged
in  the  production  of  oil  and  gas. Following the world wide collapse of oil
prices  in the mid-eighties, Intrepid-Panama broadened the focus of its universe
of  support  services to include a wider range of companies, with an emphasis on
public companies and private companies, companies engaged in the transition from
privately held to publicly held, and development stage companies, whether public
or private, requiring professional business and corporate guidance. In August of
1997  Intrepid-Panama  sought  a United States Representative and entered into a
relationship  with  a  group  of  corporate  and business specialists who, after
contracting  with  Intrepid-Panama, incorporated as Intrepid International, Ltd.
("Intrepid  US")  to  provide  the  required  representation  and  agency  for
Intrepid-Panama  in North America and Europe. Intrepid US is incorporated in the
State  of Nevada. Intrepid International (US and/or Panama) is not an investment
banker,  nor  a  broker  or  dealer  in  securities.  Intrepid  is a provider of

                                       19
<PAGE>

technical  support  services  to  client companies, generally, and an occasional
investor  for  its  own  account.

     The  following  persons  are  not  our  Officers or Directors. They are the
owners,  Officers  and  Directors  of  the  Principal Shareholder. The following
persons  do  not engage in direct control of our affairs, and our activities are
not  material  to our operations. While the following three persons, acting as a
Board  of  Directors of the Panama Corporation could exercise direct control, as
majority  shareholder,  they  have  delegated  United  States  operations to our
Officers  and  Directors,  and to the United States subsidiary of which they two
constitute  the  Management.

     Laurencio Jaen O., an original incorporator who has served as President and
Director  of  Intrepid-Panama  since  its  inception  in 1984, resides in Panama
City,  Republic  of  Panama. He is, and has been for the past twenty five years,
Vice  President  of  Indiasa  Corporation ("Indiasa"), a Panamanian corporation,
which, through one of its subsidiaries, Robmar International, is involved in the
manufacture  and  distribution  of chemical products in Argentina and Brazil and
which,  through  its  former  subsidiary  Indiasa Aviation Corporation, was, for
eight  years  ending  in  1981,  engaged  in  aviation  consulting, the leasing,
purchase  and  sale of aircraft, and the operation of a cargo airline, primarily
in  Latin  America.  Mr.  Jaen  was  a founder of PAISA, Panama's international
airline,  served  as  president of the Colon Free Zone (the world s largest free
trade  zone), and as Director of Panama's Social Security Administration. He has
also  served  as  the  President of the Panamanian Chamber of Commerce, and as a
member  of  the  Board  of  Presidential  Advisors  of  the  Republic of Panama.

     Teodoro F. Franco L., Secretary and a Director of Intrepid-Panama, has, for
thirty  years,  been  a specialist in maritime and aviation law. Mr. Franco is a
partner  in  Franco and Franco, a Panama law firm with offices around the world.
In addition to his law practice he has served as Panamanian Consul to Liverpool,
England  and  for  the  past five years as Ambassador to Great Britain. The firm
practices  maritime, aviation and commercial law and currently is the legal firm
for:  IBERIA  (the  Spanish national airline), KLM (the Dutch national airline),
VIASA (the Venezuelan national airline), Aeroflot (the Russian national airline)
and  various  smaller  Latin  American  national  airlines  as well as being the
registered agents for thousands of ocean going ships around the world flying the
Panamanian  flag. Mr. Franco brings to Intrepid-Panama a wealth of international
legal,  commercial  and  diplomatic  experience.

     Leopoldo  Kennion  G., Treasurer and a Director of Intrepid-Panama, is, and
has  for  twenty  years,  been  a  Certified  Public  Accountant specializing in
international  accounting  and  is  an  associate  in the law firm of Franco and
Franco.  Mr.  Kennion  practices  maritime,  aviation  and commercial accounting
serving  the specialized needs of the transnational clients of Franco and Franco
by  providing  an  interface  between  them  and  their  auditors.

     J.  Dan  Sifford,  Jr., is the United States Managing Director for Intrepid
International,  S.A.  (Panama).  He  is  fluent  in  the  Spanish  Language. His
biographical  information  is  found  under  Item  5  of  this  Part, Directors,
Executive  Officers,  Promoters  and  Control  Persons.

     The  officers  and  directors  of  Intrepid  International,  Ltd.  (Nevada)
(Intrepid US) are two individuals; Kirt W. James, and J. Dan Sifford, Jr., which
two  individuals  are our officers and directors. Their biographical information
is found under Item 5 of this Part, Directors, Executive Officers, Promoters and
Control  Persons.  These  two  persons  are  only  persons in direct, day to day
control  of our affairs. The Officers, Owners and Directors of the Panama parent
do  not  direct  or  participate  in  our  management.

                                       20
<PAGE>

   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.  AUDITED  FINANCIAL STATEMENTS: for the years ended
December  31,  1999  and  1998,  are provided as Financial Statement: Attachment
F-99,  following  the  body  of  filing,  and  the  other  Exhibits.

 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following,  for  other  Exhibits.

--------------------------------------------------------------------------------
                                     Exhibit
                                      Table
#      Table  Category  /  Description  of  Exhibit                Page  Number
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
F-99   Audited Financial Statements for the Years Ended
       December 31, 1999 and 1998                                            22
--------------------------------------------------------------------------------
            [2]   ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
3.1    Articles of Incorporation: DP Charters, Inc., a Nevada Corporation    32
3.2    By-Laws: DP Charters, Inc.                                            35
--------------------------------------------------------------------------------

dated:  August  2,  2000

                                DP CHARTERS, INC.
                                       by

              /s/Kirt W. James         /s/J. Dan Sifford, Jr.
                 Kirt W. James            J. Dan Sifford, Jr.
                 President/Director       Secretary/Director

                                       21
<PAGE>

--------------------------------------------------------------------------------
                      FINANCIAL STATEMENTS: ATTACHMENT F-99

                          AUDITED FINANCIAL STATEMENTS:

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998.
--------------------------------------------------------------------------------

                                       22
<PAGE>

                      FINANCIAL STATEMENTS: ATTACHMENT F-1

                          AUDITED FINANCIAL STATEMENTS:

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998.

                                       23
<PAGE>

                                 C O N T E N T S

Independent  Auditors  Report  .                                   25

Balance  Sheets                                                    26

Statements  of  Operations                                         27

Statements  of  Stockholders  Equity  .                            28

Statements  of  Cash  Flows       .                                29

Notes  to  the  Financial  Statements  .                           30

                                       24
<PAGE>

                          INDEPENDENT AUDITOR S REPORT


To  the  Board  of  Directors  and  Stockholders  of
D  P  Charters,  Inc.

We  have  audited  the  accompanying  balance  sheets  of  D P Charters, Inc. (a
Development  Stage  Company)  as  of  December 31, 1999 and 1998 and the related
statements  of  operations,  stockholders  equity  and  cash flows for the years
ended December 31, 1999 and 1998 and from December 18, 1997 through December 31,
1997  and  from inception on December 18, 1997 through December 31, 1999.  These
financial  statements  are  the responsibility of the Company s management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  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  D  P  Charters,  Inc. (a
Development  Stage  Company)  as  of  December 31, 1999 and 1998 and the related
statements  of  operations,  stockholders  equity  and  cash flows for the years
ended December 31, 1999 and 1998 and from December 18, 1997 through December 31,
1997  and  from  inception  on  December  18,  1997 through December 31, 1999 in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company  has  no  operations  and is dependent upon
financing  to  continue operations.  These factors raise substantial doubt about
its  ability  to  continue  as a going concern.  Management's plans in regard to
these matters are also described in the Note 2.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

_______/s/________
Salt  Lake  City,  Utah
February  24,  2000

                                       25
<PAGE>
                               D P CHARTERS, INC.
                          (a Development Stage Company)
                                 Balance Sheets

                                     ASSETS
--------------------------------------------------------------------------------
                                                              December  31,
                                                         1999               1998
Current  assets
Cash                                                     $996            $12,321
Advance  to  shareholder  (Note  4)                    10,000                  0
Total  Current  Assets                                 10,996             12,321
Other  Assets
Organizational  Costs  (Net  of
Amortization)(Note  1)                                      0             16,000
Total  Other  Assets                                        0             16,000
Total  Assets                                         $10,996            $28,321
                      LIABILITIES AND STOCKHOLDERS  EQUITY
Current  Liabilities
   Advance  from  shareholder  (Note  4)              $10,000                  0
      Total  Assets                                   $10,000                 $0
Stockholders  Equity
Common  Stock,  authorized
100,000,000  shares  of  $.001  par  value,
issued  and  outstanding  27,656,000  and
26,400,000,  respectively                             27,656              26,400
Additional  Paid  in  Capital                        205,444             193,600
   Less:  Subscriptions Receivable                      (600)                  0
   Deficit  Accumulated  During  the
     Development  Stage                             (231,504)          (191,679)
       Total  Stockholders  Equity                       996              28,321
Total  Liabilities  and  Stockholders  Equity        $10,996             $28,321
================================================================================

    The  accompanying  notes are an integral part of these financial statements

                                       26
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                            Statements of Operations

                                                      From inception      From
                                                      on  December Inception  on
                                        For  the  Years  18, 1997   December 18,
                                            Ended         through  1997  through
                                        December 31,   December 31 December 31,
                                       1999        1998       1997          1999
--------------------------------------------------------------------------------
Revenues:                                 $0          $0           $0         $0
Expenses:
General  &  Administrative           (27,825)   (191,527)        (152) (219,504)
Total Expenses                       (27,825)   (191,527)        (152) (219,504)
Net  (Loss)  Before  Cumulative
Effect  of  Accounting  Change       (27,825)   (191,527)        (152) (219,504)
Cumulative  Effect  of
Accounting  Change                   (12,000)          0            0   (12,000)
Net (Loss)                          $(39,825)  $(191,527)       $(152)$(231,504)
Net  (Loss)  Per  Share:
Loss  before  cumulative  effect
of accounting change                       0       (0.01)           0     (0.01)
Cumulative Effect of Accounting Change     0           0            0          0
Net (Loss) Per Share                      $0      $(0.01)          $0    $(0.01)
Weighted  average  shares
outstanding                       27,342,150  26,272,000   21,904,000 25,172,717
================================================================================

     The  accompanying  notes are an integral part of these financial statements

                                       27
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                        Statement of Stockholders  Equity

                                        Additional
                                        Paid-in
                                   Capital
                    Common  Stock               (Discount  on
Subscriptions                    Retained
                            Shares      Amount     Stock)   Receivable   Deficit
--------------------------------------------------------------------------------
Balance at beginning of
Development stage-
December  18,  1997             0           $0        $0          $0          $0

Shares  issued  for
organizational  costs  20,000,000       20,000         0           0           0

Shares  issued  for
cash  at  $.03125
per  share              3,808,000        3,808   115,192           0           0

Net  loss  December
31,  1997                       0            0         0           0       (152)

Balance,  December
31,  1997              23,808,000       23,808   115,192           0       (152)

Shares  issued  for  cash  at  $.03125
  per  share            2,592,000        2,592    78,408           0           0

Net  loss  December
31,  1998                       0            0         0           0   (191,527)

Balance,  December
31,  1998              26,400,000       26,400   193,600           0   (191,679)

Shares  issued  for  subscription
receivable at
$.10 per share              6,000            6       594        (600)          0

Shares  issued  for  services  at  $.01
 per  share             1,250,000        1,250    11,250           0           0

Net  loss  December
31,  1999                       0            0         0           0    (39,825)
Balance,  December
31, 1999               27,656,000      $27,656  $205,444       $(600) $(231,504)
================================================================================

     The  accompanying  notes are an integral part of these financial statements

                                       28
<PAGE>
                               D P CHARTERS, INC.
                          (a Development Stage Company)
                             Statement of Cash Flows

                                                      From              From
                                                    Inception on    Inception on
                                                     December 18,   December 18,
                                                       1997             1997
                                                      through          through
                                        December 31,  December 31,  December 31,
                                1999         1998          1997             1999
--------------------------------------------------------------------------------
Cash  Flows  form  Operating  Activities

Net  loss                   $(39,825)   $(191,527)       $(152)       $(231,504)
Adjustments  to  reconcile
net  loss  to  net  cash
provided  by  operations
Amortization                  16,000        4,000            0            20,000
Shares issued for services    12,500            0            0            12,500
Increase  in  Receivables    (10,000)           0            0          (10,000)
Increase  in  Payables        10,000            0            0            10,000
Net  Cash  Flows  used  in
Operating  Activities        (11,325)    (187,527)        (152)        (199,004)
Cash Flows from Investment
Activities:                        0            0            0                 0
Cash  Flows  from  Financing
Activities:
Proceeds  from  Issuance
of  stock                          0       81,000      119,000           200,000
Net  increase (decrease)
in  cash                     (11,325)    (106,527)     118,848               996
Cash,  beginning  of  year    12,321      118,848            0                 0
Cash,  end of year              $996      $12,321     $118,848              $996
Supplemental  Cash  Flow  Information
Cash  Paid  for:
Interest                          $0           $0           $0                $0
Taxes                             $0           $0           $0                $0
================================================================================

     The  accompanying  notes are an integral part of these financial statements

Supplemental  Non-cash  Disclosure:
In  1997, the shareholders paid $20,000 of organizational costs for the Company.
The Company reimbursed the $20,000 by issuing 20,000,000 shares of common stock.
In 1999, the Company issued 1,250,000 of its common stock for services valued at
$12,500.

                                       29
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 1999 and 1998


NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

     D  P  Charters,  Inc., ( the Company ) is a Nevada corporation organized on
December  18,  1997.  The  Company was formed to provide a charter yacht service
from  the Dana Point harbor located in Dana Point, Orange County, California but
operations  never commenced.  It is the intent of management to raise capital in
order  to  secure  business  operations.

     b.  Accounting  Method

     The  Company  recognizes  income  and  expenses  on  the  accrual  basis of
accounting.

     c.  Earnings  (Loss)  Per  Share

     The  computation  of  earnings  per  share  of common stock is based on the
weighted  average  number     of shares outstanding at the date of the financial
statements.

     d.  Cash  and  Cash  Equivalents

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

     e.  Provision  for  Income  Taxes

     No provision for income taxes has been recorded due to net operating losses
totaling  approximately  $231,500  that  will  be  offset against future taxable
income.  These  NOL  carryforwards  begin  to  expire  in the year 2012.  No tax
benefit  has  been  reported  in  the  financial  statements because the Company
believes  there  is a 50% or greater chance the carryforward will expire unused.
Accordingly,  per  FASB  109 the potential tax benefits of the loss carryforward
are  offset  by  the  valuation  of  the  same  amount.

    Deferred  tax assets and the valuation account is as follows at December 31,
1999  and  1998.

                                                               December  31,
                                                         1999               1998
--------------------------------------------------------------------------------
NOL  carrryforward                                   $     78,710        $58,005
Valuation  allowance                                      (78,710)      (58,005)
Total                                                $          0        $     0

     f.   Organizational  Costs

   In  1997, the shareholders paid $20,000 in organizational costs.  The Company
reimbursed  the  shareholders  by  issuing  20,000,000 shares of common stock at
$.001  par  value.  These  costs  were being amortized on a straight-line method
over  a  60 month period beginning January 1, 1998, however, during January 1999
the  remaining balance was written off in connection with a change in accounting
principle  (See  Note  5).  These costs will be recovered only if the Company is
able  to  generate  a  positive  cash  flow  from  operations.

                                       30
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 1999 and 1998

NOTE  1  -  Summary  of  Significant  Accounting  Policies  (continued)

     g.   Use  of  estimates

   The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts  of  assets  and liabilities, disclosure of contingent
assets  and liabilities at the date of the financial statements and revenues and
expenses  during  the reporting period.  In these financial statements and other
assets  involve  extensive  reliance  on management s estimates.  Actual results
could  differ  from  those  estimates.

NOTE  2  -  Going  Concern

     The  accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome of this uncertainty.  It is
management  s  plan  to raise additional funds to begin its intended operations.

NOTE  3  -  Development  Stage  Company

     The  Company  is  a  development  stage  company  as  defined  in Financial
Accounting  Standards  Board Statement No. 7.  It is concentrating substantially
all  of its efforts in raising capital and developing its business operations in
order  to  generate  significant  revenues.

NOTE  4  -  Related  Party  Transactions

During  1999  and 1998, $10,000 and $58,500, respectively was paid in consulting
fees  to  a  company  owned  by  shareholders  of  the  Company.

During 1999, shareholders loaned the Company $13,000.  The Company made payments
of  $3,000  on  these  loans  and  the  balance  payable at December 31, 1999 is
$10,000.

During  1999,  the  Company  advanced a shareholder $10,000. The balance of this
receivable  at  December  31,  1999  is  $10,000.

NOTE  5  -  Change  in  Accounting  Principles

During  the  year  ended  December  31,  1999, the Company changed its method of
amortization  of  organizational  costs in accordance with SOP 98-5 and expensed
the remaining balance.  The effect of this change was to decrease net income for
the  year  ended  December  31,  1999  by  $12,000  ($0.00  per  share).

NOTE  6  -  Stockholders  Equity

In  January  1999,  the  Company  issued  6,000 shares of its common stock for a
subscription  receivable  of  $600.

In  April  1999,  the  Company  issued  1,250,000 shares of its common stock for
services  valued  at  $12,500.

                                       31
<PAGE>


--------------------------------------------------------------------------------
                                   EXHIBIT 3.1

                           ARTICLES OF INCORPORATION:
                     DP CHARTERS, INC., A NEVADA CORPORATION
--------------------------------------------------------------------------------

                                       32
<PAGE>

                            ARTICLES OF INCORPORATION
                                       OF
                                DP CHARTERS, INC.


     ARTICLE  I.  The  name  of  the  Corporation  is  DP  CHARTERS,  INC.

     ARTICLE  II.  Its principal and registered office in the State of Nevada is
774  Mays  Boulevard, Suite 10, Incline Village NV 89451. The initial registered
agent  for  services of process at that address is N&R Ltd. Group, Inc. a Nevada
Corporation.

     ARTICLE  III.  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. The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  IV.  The corporation shall have authority to issue an aggregate of
One  Hundred  Million  (100,000,000) shares of common voting equity stock of par
value  one mil ($0.001) per share, and no other class or classes of stock, for a
total  capitalization  of  $100,000. The corporation's capital stock may be sold
from  time  to  time  for  such  consideration  as  may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.

     ARTICLE  V.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  VI. The affairs of the corporation shall be governed by a Board of
Directors  of  not less than one (1) nor more than (7) persons. The Incorporator
William  Stocker  attorney at law, 219 Broadway Suite 261, Laguna Beach CA 92651
shall  serve  as  sole  initial  director.

     ARTICLE  VII. The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE  VIII.  The  initial By-laws of the corporation shall be adopted by
its  Board  of  Directors.  The  power to alter, amend or repeal the By-laws, or
adopt  new  By-laws,  shall  be  vested  in  the  Board  of Directors, except as
otherwise  may  be  specifically  provided  in  the  By-laws.

                                       33
<PAGE>

     ARTICLE  IX. The name and address of the Incorporator (Initial Director) of
the  corporation  is  William  Stocker  attorney at law, 219 Broadway Suite 261,
Laguna  Beach  CA  92651.

     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,  December  16,  1997.


                               /s/William Stocker
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       34
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 3.2

                            BY-LAWS: DP CHARTERS, INC.
--------------------------------------------------------------------------------

                                       35
<PAGE>

                                     BY-LAWS
                                       OF
                                DP CHARTERS, INC.
                              A NEVADA CORPORATION


                                    ARTICLE I
                                CORPORATE OFFICES

     The  principal  office  of  the corporation in the State of Nevada shall be
located  at  774  Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as  the  board  of directors may designate or as the business of the corporation
may  from  time  to  time  require.


                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  time  and date for the annual meeting of the shareholders shall be set
by  the  Board  of  Directors of the Corporation, at which time the shareholders
shall  elect a Board of Directors and transact any other proper business. Unless
the  Board  of  Directors  shall  determine otherwise, the annual meeting of the
shareholders  shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of  Directors  and  transact  any other proper business. If this date falls on a
holiday,  then  the  meeting  shall be held on the following business day at the
same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.

                                       36
<PAGE>

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the  direction of the president, or secretary, or the officer or persons calling
the  meeting.  If  mailed,  such  notice  shall  be  deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.
Closing  of  Transfer  Books  or  Fixing  Record  Date.

     (a) For the purpose of determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.

     (b)  In  lieu  of  closing  the  stock  transfer  books,  the directors may
prescribe  a  day  not  more than sixty (60) days before the holding of any such
meeting  as  the  day as of which stockholders  entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are  entitled  to  notice  or  to  vote  at  such  meeting

     (c)  The directors may adopt a resolution prescribing a date upon which the
stockholders  of  record are entitled to give written consent to actions in lieu
of  meeting.  The  date  prescribed by the directors may not precede nor be more
than  ten  (10)  days  after  the  date  the resolution is adopted by directors.

SECTION  5.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  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 principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

                                       37
<PAGE>

SECTION  6.  QUORUM.

     At  any meeting of stockholders, a majority of fifty percent plus one vote,
of  the  outstanding  shares of the corporation entitled to vote, represented in
person  or  by proxy, shall constitute a quorum at a meeting of stockholders. If
less  than said number of the outstanding shares are represented at a meeting, a
majority  of  the outstanding shares so represented 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 originally notified. The stockholders present at
a  duly  organized  meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

SECTION  7.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.  Such  proxies  may  be deposited by electronic
transmission.

SECTION  8.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

SECTION  9.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.


SECTION  10.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the

                                       38
<PAGE>

stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

SECTION  11.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel
and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.


                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (l)
and  a  maximum  of  nine  (7),  or  such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been  elected  and  qualified.

SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

                                       39
<PAGE>

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

                                       40
<PAGE>

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

     The board, by resolution, may designate from among its members an executive
committee  and  other  committees, each consisting of one (l) or more directors.
Each  such  committee  shall  serve  at  the  pleasure  of  the  board.


                                   ARTICLE IV
                                    OFFICERS


SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor
shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.  In the event that no election of officers be held by the directors at
that  time,  the  existing  officers  shall  be deemed to have been confirmed in
office  by  the  directors.

SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He

                                       41
<PAGE>

may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give
receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  by-laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.


SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.

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                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.


SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.


                                   ARTICLE VI
                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.


                                   ARTICLE VII
                                    DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.

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                                  ARTICLE VIII
                                      SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".


                                   ARTICLE IX
                                WAIVER OF NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


                                    ARTICLE X
                                   AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  in  the  same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued  and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting  when  the  proposed  amendment  has  been set out in the notice of such
meeting.


                                  CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED,  AND  CORPORATE  SEAL  AFFIXED,  this  day  of  December  16,  1997.


                                /s/J. Dan Sifford
                                 J. Dan Sifford
                                    Secretary

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