FORM 10-K-SB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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


                         Commission File Number: 0-28311




                          NET MASTER CONSULTANTS, INC.

                      formerly HOUSTON PRODUCE CORPORATION




  Texas                                                             76-027334
(Jurisdiction  of  Incorporation)     (I.R.S.  Employer  Identification  No.)


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


Registrant's  telephone  number,  including  area  code:     (949)  248-1765

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

Securities  registered  pursuant  to  Section  12(g)  of  the Act:     3,167,800

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
467,800

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
3,167,800

     Exhibit  Index  is  found  on  page  16

                                        1
<PAGE>
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                                     PART I
--------------------------------------------------------------------------------
                                  INTRODUCTION

     Our  1934  Act  registration  statement  was  voluntarily filed 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 continued
quotation  on  the  Over  the  Counter Bulletin Board, often called AOTCBB@. Our
common stock is presently quoted on the OTCBB. The requirements of the OTCBB are
that  the  financial  statements  and  information about our company be reported
periodically to the Commission and be and become information that the public can
access easily. This company wishes to report and provide disclosure voluntarily,
and  will  file  periodic  reports in the event that its obligation to file such
reports  is  excused  or  suspended  under  the  Exchange  Act.

     This  Company  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 our common stock. 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)  HISTORICAL  INFORMATION. This Corporation Net Masters Consultants, Inc. was
incorporated  in Texas on December 28, 1988, as Houston Produce Corporation. The
company  intended to import fruits and vegetables from Latin America for sale in
the  United  States  market;  however,  it  has  remained  dormant  until  its
reactivation  in  March  of  1997. As of this date, the issuer continues to be a
development  stage company. On June 24, 1997, we changed our name to Net Masters
Consultants,  Inc.  and  increased  and  changed  its  authorized  capital  to
100,000,000  shares  of  par  value  $0.0001. We had intended to become a global
Internet  Media  company  that  would  offer a network of branded World-Wide Web
programming that would serve millions of users daily. The Registrant intended to
provide targeted resources and communications services, attracting a broad range
of  audiences,  based upon demographic, key-subject and geographic interests. To
date  we  have  not  succeeded  in launching operations pursuant to the business
plan,  and  that plan was abandoned, on October 1, 1999. Management is presently
engaged  in  a  search  for a profitable business opportunity, by acquisition or
combination.

     This  corporation was not a "Blank Check Company", commonly called a "Blind
Pool",  as  referred  to  in  either  Rule  419  or Rule 504, or at any time its
founders  or  others  were  offered,  purchased  or  acquired  the  outstanding
securities  of  this Registrant. After abandoning its business plan, it became a
company  whose business plan was to find a profitable business combination. As a
practical matter, it is required to register its common stock pursuant to '12(g)
of  the  1934 Act, and to pursue continued 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  this
corporation. All shares are owned and controlled independently by the persons to
whom  they  are  issued.  We  have  no  Internet  address.
                                        2
<PAGE>

     FOUNDERS  SHARES:  On December 29, 1988, 33,000 shares of common stock were
issued  in  exchange for organizational services and costs, valued by management
at  $33.00.  These shares were issued to the two founding shareholders. On March
27,  1997,  we  authorized  a  1,000 to one forward split of the existing 33,000
shares  to  33,000,000  shares  of par value $0.0001, immediately following said
forward  split,  the  Corporation  resolved  to cancel and replace the founders'
33,000,000  shares  with  3,000,000  replacement  founders'  shares.

     FURTHER  ISSUANCES:  On  May 22, 1997, we authorized the issuance of 20,000
shares  for $100,000.00, pursuant to Regulation D, Rule 504. On May 12, 1998, we
authorized the issuance of 2,800 shares for $2,800.00, pursuant to Regulation D,
Rule  504.  As  a result of the foregoing, on October 16, 1998, we had 3,022,800
shares  issued  and outstanding, among 48 shareholders. On or about December 29,
1998, we made a further issuance of 50,000 shares to a single investor, pursuant
Regulation  D,  Rule  504, for $5,000.00 cash; and similarly on March 3, 1999, a
further  placement  for  cash,  of  95,000  shares,  pursuant  to  the  Rule.

     As a result of the foregoing, on December 31, 1999, we had 3,167,800 shares
issued  and  outstanding,  among  approximately  51  shareholders,  as  follows:
<TABLE>
<CAPTION>



<S>                            <C>        <C>
Issuance:
Reference Number               Original   Forward Split
Exemption                      Issuances     1 to 1,000
--------------------------------------------------------
1- section4(2)                    33,000     33,000,000
2- section4(2) Founders Adjustment          (30,000,000)
Subtotal                          33,000      3,000,000
3- section504                                    20,000
4- section504                                     2,800
5- section504                                    50,000
6- section504                                    95,000
Subtotal                                        167,800
Totals                                        3,167,800
========================================================
</TABLE>

      Substantially  all  of  our non-affiliate owned shares have become or were
from  issuance  free  of  restriction  in conformity with Rule 144, and might be
resold  in  brokerage  transactions,  in  compliance  with  that  Rule

     SUBSEQUENT  EVENT.  On January 28,2000, we effected a further forward split
of  our common stock, two for one. This subsequent event is not reflected in our
Audited  Financial  Statements  of  December  31,  1999.


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

 (B)  BUSINESS OF THE ISSUER. This Company has no current business. Its business
plan  is to seek one or more profitable business combinations or acquisitions to
secure  profitability  for  shareholders. It has no day to day operations at the
present  time.  Its  officers  and  directors devote only insubstantial time and
attention to the affairs of this issuer at the present time, for the reason that
only such attention is presently required. Management has adopted a conservative
and  patient  policy  of  seeking  opportunities  of  exceptional  quality,  in
management's  view,  and to accept that it may have to wait longer, as a result,
before  consummating  any  transactions  to  create  profitability  for  its
shareholder. Management recognizes that the higher the standards it imposes upon
itself,  the  greater  may  be  it's  competitive  disadvantages with other more
attractive  acquiring interests or entities. Due to circumstances unique to this
Registrant,  it  is  not in a position to consider any specific proposal for the
use of this Registrant in reverse merger transactions, for the reason that it is
not  now qualified for continued quotation on the OTC Bulletin Board on or after
February  of  2000.  Management has determined that it must so qualify itself by
this 1934 Act Registration of its common stock, as a class, pursuant to sec12(g)
of  the  Securities  Act  of  1934,  before  it  can  present itself as a viable
competitor  in  the  reverse  acquisition  arena.

     LIMITED  SCOPE  AND  NUMBER  OF POSSIBLE ACQUISITIONS: The Company does not
intend  to  restrict  its  consideration  to any particular business or industry
segment,  and  the  Company  may  consider,  among  others,  finance, brokerage,
insurance,  transportation,  communications,  research and development, service,
natural  resources,  manufacturing or high-technology. Of course, because of the
Company's limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely the Company will
not  be able to participate in more than a single business venture. Accordingly,
it  is  anticipated  that  the Company 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 the Company 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.  The Company 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 the Company 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 the
Company  may incur further risk due to the failure of the target's management to
have proven its 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.

     PROBABLE  INDUSTRY  SEGMENTS  FOR  ACQUISITION.  While the Company does not
intend  to  rule  out  its  consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development  stage  companies  in  the  electronic  commerce,  high-technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry  segments,  such  as  finance,  brokerage,  insurance,  transportation,
communications,  research  and  development,  service,  natural  resources,
manufacturing  or  other  high-technology  areas.

     REPORTING  UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration  of the common stock of this Registrant, certain periodic reporting
requirements  will  be  applicable.  First  and  foremost,  a 1934 Registrant is
required  to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end  of  its  fiscal  year.  The  key  element  of such annual filing is Audited
Financial  Statement  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
                                        3
<PAGE>

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. 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  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.

     TRANSACTIONS  WITH MANAGEMENT. There is no present or foreseeable potential
that  this  Registrant  will  acquire  a target business or company in which its
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  FEE FOR MANAGEMENT. No finder's fees will be payable to Management
in  connection with any forseeable reverse acquisition. 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  its  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.  Additionally,  the Principal Shareholder is the Principal Consultant and
provides,  has  provided  and  may provide corporate services to the Registrant,
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.

    CONSULTANTS.  This Registrant has two consultants (1) Intrepid Internaitonal
Ltd.,a Nevada.Corporation, in which Dan Sifford, our former Officer and director
is an affiliate; and (2) Nora Coccaro, our sole remaining officer and director.
Accordingly, our officers and directors, former and current, classify themselves
as consultants.No other consultants are
presently engaged nor are there any plans to retain any consultants currently or
for  the  foreseeable future. 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  consultant,  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  of  the Registrant only after a change of control which would result
from  a  reverse  acquisition.

     LOAN  FINANCING  NOT  ANTICIPATED.  There  are no foreseeable circumstances
under  which loan financing will be sought or needed during Registrant's present
development  stage.

     DEPENDENCE  ON MANAGEMENT. This Company is required to rely on Management's
skill,  experience  and judgement, both in regard to extreme selectivity, and in
any  final  decision  to  pursue any particular business venture, as well as the
form  of  any business combination, should agreement be reached at some point to
acquire  or  combine. Please see Item 2 of this Part, Managements Discussion and
Analysis  or  Plan  of  Operation,  and  also  Item  7  of  this  Part,  Certain
Relationships  and  Related  Transactions.
                                        4
<PAGE>

      (1)  PRINCIPAL  PRODUCTS  OR  SERVICES  AND  THEIR  MARKETS.
                                   [None.]

      (2)  DISTRIBUTION  METHODS  OF  THE  PRODUCTS  OR  SERVICES.
                                   [None.]

      (3)  STATUS  OF  ANY  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR SERVICE.
                                   [None.]

      (4)  COMPETITIVE  BUSINESS  CONDITIONS  AND  THE  SMALL  BUSINESS ISSUER'S
COMPETITIVE POSITION IN THE INDUSTRY. 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. This
Registrant  became  a  candidate  for reverse acquisition transactions only this
past  October.  Management,  in  evaluating  market  conditions  and unsolicited
proposals,  has formed the estimate that the selection of a business combination
is  probable  within  the  next twelve months. There is no compelling reason why
this  Registrant  should  be  preferred  over  other  reverse-acquisition public
corporation  candidates. It has no significant pool of cash it can offer and  no
capital formation incentive for its selection. It has a limited shareholder base
insufficient  for  acquisition  target  wishing  to  proceed  for application to
NASDAQ.  In  comparison  to  other  "public  shell companies" this Registrant is
unimpressive,  in  the  judgement  of  management, and totally lacking in unique
features  which  would make it more attractive or competitive than 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  its  impression.  This  Registrant is not desperate or overly eager to
find  a  business partner, and its management has resolved to allow such time as
may  be  required  to  find  an  opportunity  of  superior  value and potential.
Notwithstanding the confidence of management in its knowledge, skill and that of
its  consultants  and principal shareholder, there can be no assurance that this
issuer  will  prove  competitively  attractive  to  the kinds of transactions it
seeks.  Please  See the Item 2 of this part, Management Discussion and Analysis,
for  more  information  and  disclosure.

      (5)  SOURCES  OF  AND  AVAILABILITY  OF  RAW  MATERIALS  AND  THE NAMES OF
PRINCIPAL  SUPPLIERS.  Not  Applicable.

      (6)  DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS.  Not  Applicable.

      (7)  PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS  OR  LABOR  CONTRACTS.
                                     [None.]

      (8)  NEED  FOR  ANY  GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND  STATUS.  Not  Applicable.

      (9)  EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON THE
BUSINESS.  Not  Applicable.  However,  this  issuer would expect to maintain its
corporate  status  with  the  State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This issuer wishes
to  report and provide disclosure voluntarily, and will file periodic reports in
the  event  that  its  obligation  to  file  such reports is suspended under the
Exchange  Act.  If and when this 1934 Act Registration is effective and clear of
comments  by  the staff, this issuer will be eligible for continued quotation on
the  OTCBB  for  the  purchase  and  sale  of  the shares of its common stock in
brokerage  transactions. In connection with such continuation on the OTCBB, this
Registrant  would expect to comply with NASD regulations, to the extent that any
such  regulations  are  applicable  to  the conduct of the Registrant's affairs.

      (10)  ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO  YEARS.
                                    [None.]

      (11)  COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS.  Not
Applicable.

      (12)  NUMBER  OF  TOTAL  EMPLOYEES  AND  FULL-TIME  EMPLOYEES.  None.  The
Registrant  has  two  officers who devote an insubstantial amount of time to the
affairs  of  this  Registrant  and  who  serve  without  compensation.
                                        5
<PAGE>

      (13)  YEAR  2000  COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. None. The
issuer  has  no  computers  or  digital  equipment  of  its own, no suppliers or
customers.  Accordingly, the issuer has determined that it is faced with no year
2000  compliance  issues  other  than  those  shared  by  the public in general.

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

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

                        ITEM 2.  DESCRIPTION OF PROPERTY.

We  have no property and enjoy the non-exclusive use of offices and telephone of
its  officers  and  attorneys.

                           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]

             The Remainder of this Page is Intentionally left Blank

                                        6
<PAGE>
                                     PART II

           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


(A)  MARKET INFORMATION. The Common Stock of this corporation is quoted Over the
Counter  on  the  Bulletin  Board  ("OTCBB").  There  was  no substantial market
activity  before  December  1998.  Based  upon  standard  reporting sources, the
following  information  is  provided:
<TABLE>
<CAPTION>
<S>       <C>       <C>
period    high bid  low bid
---------------------------
1st 1999      6.25     4.50
2nd 1999      7.00     5.00
3rd 1999      5.19     2.88
4th 1999      6.75     4.56
===========================
</TABLE>
     The  foregoing  price information is based upon inter-dealer prices without
retail  mark-up,  mark-down  or  commissions  and  may  not  reflect  actual
transactions,  and  is  based  upon  standard  reporting  sources, taken off the
Internet.

 (B)  HOLDERS.  There  are presently approximately 51 shareholders of the common
stock  of  this  Registrant.

 (C)  DIVIDENDS.  No  cash dividends have been paid by the Company on its Common
Stock  or  other  Stock  and  no  such payment is anticipated in the foreseeable
future.

 (D)  REVERSE  ACQUISITIONS.  A  reverse  acquisition  of  a  target business or
company  would be expected to involve a change of control of the Registrant, and
the  designation  of new management. The financial statements of this Registrant
would  become largely unreflective of the true condition of the Registrant 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  the  reorganization  of  this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant 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)  DIVIDENDS.  We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on its 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.

(F)  SALES  OF  UNREGISTERED  COMMON  STOCK  1999.

Date     Title     Exemption     Price     Amount     Services
----------------------------------------------------------------------
3/3/99     Common  Stock     Rule  504     $0.10     95,000     $9,500
----------------------------------------------------------------------

--------------------------------------------------------------------------------
Issued  for  professional  and  consulting  services, to Intrepid International,
S.A.,  24843  Del  Prado,  Suite  318, Dana Point, CA 92629. "Services" included
repayment  of  substantial  advances  for  legal services, copying, printing and
various filing fees and miscellaneous expenses. These shares are no longer owned
by  or  for  Intrepid,  they  having  been  sold  into  the  market in brokerage
transactions.
================================================================================

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

 (A)  PLAN  OF  OPERATION  NEXT  TWELVE  MONTHS.  This  Company  has  no current
business.  Its  business  plan  is  to  seek  one  or  more  profitable business
combinations  or  acquisitions  to  secure  profitability for shareholders. This
Issuer's  Management,  and this Issuer's Principal shareholder are in continuous
receipt  of  proposals  from  high-technology,  telecommunication  and  internet
projects,  some  new start-up, some with significant research and development in
progress. It has not been and is not believed to be necessary for this Issuer to
advertise,  or  for  management  to travel in search of candidates. It is likely
that management might travel in connection with a candidate it intends to select
and  with which it intends to enter into a committed relationship. Extensive due
diligence  and  evaluation  of proposals is made by the principal shareholder in
connection  with  its own business, and perforce for the benefit of this Issuer.

      (1)  CASH  REQUIREMENTS  AND  OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
This  Company  has  no immediate or forseeable need for additional funding, from
sources outside of its circle of shareholders, and their consultants, during the
next  twelve  months.  The  expenses  of  its  audit,  legal  and  professional
requirements,  including  expenses in connection with this 1934 Act Registration
of its common stock, have been and continue to be advanced by its management and
principal  shareholder.  No  significant  cash  or  funds  are required  for its
Management  to evaluate possible transactions. Management reports that proposals
are  regularly  made  to the management and that it has not proven necessary for
management  to  engage  in  costly  search  procedures.  The  issuer  enjoys the
non-exclusive  use  of  office,  telecommunication  and  incidental  supplies of
stationary,  provided by its Officers and Attorneys, who are related to its sole
Consultant.  The  Officers,  Directors,  and  Attorneys  of  this Registrant are
substantially  the  same  as  those  of  its  sole  consultant,  such  that  its
maintenance  expenses  are minimal and manageable during this period and for the
foreseeable  future.

     In  the  event,  contrary  to  the  expectation  of  management,  that  no
combination  is made within the next twelve months, this issuer may be forced to
deal  with  minimal  costs  involved  in  maintenance of corporate franchise and
filing  reports  as  may  be required, when and if this 1934 Act registration is
effective.  Should this become necessary, the maximum amount of such advances is
estimated  not  to  exceed  $20,000.00.  These expenses would involve legal and
auditing expenses. The Consultant and Counsel  have agreed, informally, to defer
compensation,  pending  acquisition.  It  is  possible  that any advances may be
settled  by  compensation  in common stock. Should further auditing be required,
such  services  by  the  Independent  Auditor may not be the subject of deferred
compensation.

     The  following  language  is  found in Note 1-a of the independent auditor:
"The  Company  is  in  the  development  stage according to Financial Accounting
Standards  Board  Statement  No.  7  and  is currently focusing its intention on
raising  capital  in  order  to  pursue  its  goals."  Then,  at  Note 2: "It is
management's  plan to find an operating company to merge with." Again at Note 3:
"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.

      After  some  unsuccessful  efforts  to  launch  operations,  the  original
business plan was abandoned, on or about October 15, 1999. The Registrant has no
present  business  or  business  plan  other  than to seek a profitable business
                                        7
<PAGE>

combination,  most  likely  in  a  reverse  acquisition  or similar transaction.
Accordingly, its plan is to seek one or more profitable business combinations or
acquisitions  to  secure  profitability  for  shareholders.  The  issuer will be
concentrating  on  selecting a business combination candidate, when its 1934 Act
Registration  is  effective  and  complete. 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 this Registrant
in  its  present  condition,  without  businesses, revenues, or income producing
assets.

     It  is  unlikely that this company can attract capital before it identifies
an  acquisition  target. It is likely that this company can attract capital when
it  has  done  so,  based upon the attractiveness of businesses and assets to be
acquired.

     This  Issuer  does  not  anticipate  any  contingency  upon  which it would
voluntarily  cease  filing  reports with the SEC, even though it may cease to be
required to do so. It is in the compelling interest of this Issuer to report its
affairs  quarterly,  annually  and  currently,  as the case may be, generally to
provide  accessible  public  information  to  interested  parties,  and  also
specifically  to  maintain  its  qualification  for  the  OTCBB, if and when the
Issuer's  intended  application  for  submission  be  effective.

     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 AND RESULTS OF OPERATIONS.

      (1)  OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. This Registrant
has  not  succeeded in launching operations during the past two fiscal years. It
has had no revenues to date. It has incurred some expenses during these periods.
<TABLE>
<CAPTION>
<S>                     <C>     <C>
                          1999    1998
--------------------------------------
Auditing                  0.00   1,853
Bank Charges              0.00       0
Travel                    0.00       0
Legal and Professional    0.00  28,695
Filing Fees               0.00       0
Other Accounting          0.00     250
Transfer Agency           0.00     500
Contract Services         0.00   2,500
Misc                      0.00       0
TOTALS                  80,025  33,798
======================================
</TABLE>
      (2)   FUTURE  PROSPECTS.  We are unable to predict when it may participate
in  a  business  opportunity.  The  reason  for this uncertainty arises from its
limited resources, and competitive disadvantages with respect to other public or
semi-public  issuers.  Notwithstanding  the  foregoing  cautionary  statements,
                                        8
<PAGE>

assuming  the  continuation  of  current conditions, this issuer would expect to
proceed  to  select  a business combination within no sooner than six months nor
expect  to  close an acquisition in a shorter period than within the next twelve
months.  It  cannot  attract  a  partner  before  it  can  perfect the continued
quotation  of  its  common  stock  on  the  OTCBB by this 1934 Act Registration.

 (C)  REVERSE  ACQUISITION  CANDIDATE.  This  corporation  is  searching  for  a
profitable  business  opportunity.  The acquisition of such an opportunity could
and  likely  would  result in some change in control of the Issuer at such time.
This  would  likely take the form of a reverse acquisition. That means that this
issuer  would  likely  acquire businesses and assets for stock in an amount that
would effectively transfer control of this corporation to the acquisition target
company  or ownership group. It is called a reverse-acquisition because it would
be  an  acquisition  by this issuer in form, but would be an acquisition of this
issuer  in  substance.  Capital  formation  issues for the future of this Issuer
would  arise  only  when targeted business or assets have been identified. Until
such  time,  we  has  no basis upon which to propose any substantial infusion of
capital  from  sources  outside  of  our  circle  of  affiliates.

     Targeted  acquisitions  for  stock  may be accompanied by capital formation
programs,  involving knowledgeable investors associated with or contacted by the
owners  of  a  target  company.  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 Issuer
for  cash. Such placements, or offerings, if and when made or extended, would be
made  with  disclosure  of  and  reliance  on  the  businesses  and assets to be
acquired,  and  not  upon the present or future condition of this Issuer without
revenues  or  substantial  assets.

--------------------------------------------------------------------------------
                         ITEM 7.  FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
     Please see the Exhibit Index found on page 16 of this Report. The financial
statements  listed  therein, attached hereto and filed herewith are incorporated
herein  by  this  reference  as  though  fully  set  forth  herein.

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

                                     [None.]


             The Remainder of this Page is Intentionally left Blank
                                        9
<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 Officers/Directors of Registrant, 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) is a director and President of Registrant. He
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 its 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,  DP Charters, Inc., Ecklan Corporation, EditWorks,
Ltd.,  Market.,  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 this
Registrant,  in  DP Charters, in Ecklan Corporation, in Oasis 4th Movie Project,
in  Richmond  Services,  Inc,  and  in  NetAir.com,  Inc.

     Nora  Coccaro (age 43) is a director and corporate secretary of Registrant.
She  grew  up  in  Montevideo, Uruguay, where she attended medical school at the
University  of  Uruguay.  She  has been involved in the North and South American
financial  communities  for  the  past 15 years, participating in management  of
public  companies and particularly in
Canadian  and  American  mining  activities in South America. She was Venezuelan
Operations  Manager of Ourominas Minerals Inc. from 1995 until 1997. In 1996 and
1997,  she  was  retained  by  Homestake Mining Company as consultant in Central
America  to  review  mineral  title  administration  procedures, land status and
market  research.  In  1998,  Ms. Ms Coccaro was appointed Director of Americana
Gold  &  Diamond  Holdings,  Inc.  a Nasdaq Bulletin Board company and from 1998
until  May 1999 she was Director and Executive Vice-President of Black Swan Gold
Mines,  a  Toronto  Senior  company.
Since September 1998 she also served as the Consul of Uruguay to Western Canada.
                                       10
<PAGE>

--------------------------------------------------------------------------------
                        ITEM 10.  EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------

     Neither  J.  Dan  Sifford nor Nora Coccaro are compensated directly by this
Registrant.  Mr.  Sifford  is  compensated  indirectly  as  an  Officer  of  the
Registrant's  Sole  consultant,  Intrepid International, S. A. (Panama)/Intrepid
International, Ltd. (AIntrepid US@). Intrepid bills the Registrant on a time/fee
basis.  Mr.  Sifford's  compensation  from  Intrepid  is not directly related or
linked  to  the  amount  of  fees  billed  by  Intrepid for Mr. Sifford's actual
time/fee.  For  more  information  and  expanded disclosure, please refer to the
following  Item  12  of  this  Part.

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

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the  best  of
Registrant's  knowledge  and  belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any  voting class of Registrant's stock. These following 5% or more shareholders
are  unrelated  to Management or to its sole consultant. Neither management, nor
any  affiliate  of  management,  or  of  the  consultant  to management, has any
interest  in  any  of  the  following  shareholders, nor do any of the following
shareholders  possess  any interest or affiliation with either management or its
consultant.
                                       11
<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>        <C>
5% Owners                      # Shares  % of Total
---------------------------------------------------
MFC Merchant Bank S.A.          270,000        8.52
6, Cours de Rive
CH-1211 Geneva 3
Switzerland
---------------------------------------------------
Euroswiss Securities Ltd.       270,000        8.52
Queensway House
Queen Street
St. Helier, Jersey
Channel Islands
---------------------------------------------------
Harpings Management Ltd.        270,000        8.52
Market Street
Douglas, Isle of Man
---------------------------------------------------
MFC Securities AG               270,000        8.52
B rglistrasse 6
CH-8002 Z rich
Switzerland
---------------------------------------------------
First Capital Invest Corp.      270,000        8.52
M hlebachstrasse 54
CH-8032 Z rich
Switzerland
---------------------------------------------------
Valorinvest Ltd.                270,000        8.52
Quai des Bergues
CH-1201 Geneva
Switzerland
---------------------------------------------------
Value Invest Ltd.               270,000        8.52
Letzigraben 89
CH-8040 Z rich
Switzerland
---------------------------------------------------
Pensbreigh Holdings Ltd.        270,000        8.52
Chancery Chambers
Bridgetown, Barbados
---------------------------------------------------
Volendam Securities C.V.        270,000        8.52
Veerkade 2
NL-3016 de Rotterdam
Postbus 23444
NL-3001 KK Rotterdam
Netherlands
---------------------------------------------------
Noble Trading                   270,000        8.52
Shipley House
So. Shipley Street
P.O. Box N-7755
Nassau, Bahamas
---------------------------------------------------
Total 5% Owners               2,700,000       85.23
---------------------------------------------------
Total Issued and Outstanding  3,167,800      100.00
===================================================
</TABLE>
                                       12
<PAGE>

 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of Registrant's 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,  of  Registrant,  known  to  or
discoverable  by  Registrant.
<TABLE>
<CAPTION>

<S>                                      <C>        <C>
  Name and Address of Beneficial Owner   Actual           %
                                         Shares
                                         Owned
-----------------------------------------------------------
Nora Coccaro  (1)                              -0-     0.00
1177 W. Hastings, Suite 1818
Vancouver BC V6E 2K3
J. Dan Sifford, Jr. (1)                        -0-     0.00
62 Bay Heights Drive
Miami, Florida 33133
All Officers and Directors as a Group            0     0.00
Total Shares Issued and Outstanding      3,167,800   100.00
===========================================================
</TABLE>

(1)  Mr.  Sifford  and Ms. Coccaro are presently Interim Officers and Directors,
for  the  benefit of Shareholders. Mr. Sifford is an officer of the Registrant's
sole  consultant. Neither Mr. Sifford nor the consultant are shareholders of the
Registrant.  Please  see  the following Items 5, 6 and 7 for expanded disclosure
and  further  information.

     SUBSEQUENT  EVENT.  On January 4, 2000, we effected a further forward split
of  our common stock, two for one. This subsequent event is not reflected in our
Audited  Financial  Statements  of  December  31,  1999.

 (C)  CHANGES  IN  CONTROL.  There  are  no  arrangements  known  to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent  date  result  in  a  change  of control of the Issuer. The Issuer is
searching  for  a profitable business opportunity. The Issuer is searching for a
profitable  business  opportunity.  The acquisition of such an opportunity could
and  likely  would  result in some change in control of the Issuer at such time.
                                       13
<PAGE>

This  would  likely take the form of a reverse acquisition. That means that this
issuer  would  likely  acquire businesses and assets for stock in an amount that
would  effectively  transfer  control  of  this issuer to the acquisition target
company  or ownership group. It is called a reverse-acquisition because it would
be  an  acquisition  by this issuer in form, but would be an acquisition of this
issuer  in  substance.

--------------------------------------------------------------------------------
            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------------------------------

     Intrepid  International,  S. A. ("intrepid") is the sole consultant of this
Registrant. The Officer/Director of this Registrant is an affiliate of Intrepid.
Intrepid International, S. A. was incorporated in the Republic of Panama 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 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  the  Company  sought  a  United  States  Representative and entered into a
relationship  with  a  group  of  corporate  and business specialists who, after
contracting  with  the  Company,  incorporated  as  Intrepid International, Ltd.
("Intrepid  US")  to  provide  the  required  representation  and agency for the
Company in North America and Europe. Intrepid US is incorporated in the State of
Nevada.  Intrepid  is  not  an  investment  banker,  nor  a  broker or dealer in
securities.  Intrepid  is  a  provider  of  technical support services to client
companies, generally, and an occasional investor for its own account. It is not,
and  its  officers  and  affiliates are not shareholders of this Registrant. The
services of Intrepid and its associated counsel are billed monthly on a time/fee
basis. Please see Exhibits 6.1, 6.2 and 6.3 for the retainer agreements by which
Intrepid  and  its  associated  counsel  were  and  are  retained.

     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. The
Officers, Owners and Directors of the Panama parent do not direct or participate
in  the  management  of  this  Registrant.

      For purposes of the following paragraphs of this Item, "company" refers to
the  consultant Intrepid International, S.A., a Panama Corporation, and does not
refer  to  the  Registrant.

     Laurencio Jaen O., an original incorporator who has served as President and
Director  of  the  Company  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 worlds 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 the Company, 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.
                                       14
<PAGE>

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 of
Franco  and  Franco  is  regarded  with  the  highest  degree  of  integrity and
professionalism  in  the  business  and  political community in Panama  with its
partners  and  several of its associates holding or having held public office in
Panama.  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 the Company a wealth
of  international  legal,  commercial  and  diplomatic  experience.

     Leopoldo  Kennion  G., Treasurer and a Director of the Company, 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.

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


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.
                                     [None.]

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.

                                       15
<PAGE>

     Exhibit      Table Category  /  Description of Exhibit          Page Number
                                      Table
                                                                               #
            [2]   ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
     2.1      Articles of Incorporation: Houston Produce Corporation          40
     2.2      Articles of Amendment: Net Master Consultants, Inc.             50
     2.3      By-Laws                                                         54
--------------------------------------------------------------------------------
                            [6]   MATERIAL CONTRACTS
--------------------------------------------------------------------------------
     6.1     Financial Services Consulting Agreement                          61
     6.2     Attorney Disclosure and Special Relationship Agreement           76
     6.3     Attorney Disclosure and Special Relationship Agreement           80
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
F-1     Audited  Financial  Statements  for years ending December 31, 1999, 1998
================================================================================


                                       16
<PAGE>
                                   SIGNATURES


                                       17
<PAGE>
     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities
and  on  the  date  indicated.

                          NET MASTER CONSULTANTS, INC.

                      formerly HOUSTON PRODUCE CORPORATION

                       by



                ______/s/_______
                 Nora  Coccaro
            Director  and  President

                                       18
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 2.1
                            ARTICLES OF INCORPORATION
                           HOUSTON PRODUCE CORPORATION
                             FILED DECEMBER 28, 1982
--------------------------------------------------------------------------------

                                       19
<PAGE>

--------------------------------------------------------------------------------
                            ARTICLES OF INCORPORATION

                                       OF
                           HOUSTON PRODUCE CORPORATION
--------------------------------------------------------------------------------


                                    PREAMBLE

          We, the undersigned natural persons, of the age of eighteen (18) years
or  more,  acting  as  incorporators  of  a corporation under the Texas Business
Corporation  Act,  do  hereby  adopt the following Articles of Incorporation for
such  corporation:

                                      NAME

           The name of the corporation is HOUSTON PRODUCE CORPORATION.
                                       II.
                                    DURATION

             The period of duration of the corporation is perpetual.
                                      III.
                                     PURPOSE

          The  purposes f or which the corporation is organized are to engage in
any and all lawful business for which corporations may be incorporated under the
Business  Corporation  Act  of  the  State  of  Texas.

                                       IV.
                                     SHARES

     Preferred  Shares  Series  'A"  with  Par  Value.
     Preferred  Shares  Series  "B"  without  Par  Value.
     Preferred  Shares  Series  'C"  with  Par  Value.
     And  Common  Shares  with  Par  Value.

          The  corporation  is -authorized to issue four classes of shares to be
designated  respectively  'Preferred Shares Series 'A", "Preferred Shares Series
"B",  "Preferred  Shares  Series  "C", and "Common Shares".  The total number of
Preferred Shares Series 'A' the corporation is authorized to issue is 15,000,000
and  the  par value of each such shares is $10.00. The total number of Preferred
Shares Series 'B" the corporation is authorized to issue is 100,000 and all such
shares  are  without par value.  The total number of Preferred Shares Series 'C'
the  corporation  is authorized to issue is 15,000,000 and the par value of each
such  shares  is  $10.00.  The  total number of Common Shares the corporation is
authorized  to  issue  is  100,000  and  par value of each such shares is $1.00.
                                       20
<PAGE>

Dividends  on  Preferred  Shares

Series  "A"  and  "C"


     The holders of the preferred shares Series "A" and "C" shall be entitled to
receive  dividends  out  of any funds legally available therefor, at the rate of
nine  and  one-half  percent (9 1/2%) per annum of the par value thereof, and no
more,  payable  in  preference  and  priority  to any payment of any dividend on
common  shares  and  payable  in  cash  quarterly  in the months of March, June,
September and December, or otherwise, as the Board of Directors may from time to
time  determine.  The  right  to such dividends on preferred shares shall not be
cumulative, and no right shall accrue to the holders of such shares by reason of
the  Board's  failure  to pay or declare and set apart dividends thereon for any
given  period  as  herein  provided.

Noncumulative  and  Non  participaing  Liquidations  Preferences


     On  any  voluntary  or involuntary liquidation of the corporation, the ho -
Idars of the preferred shares shall receive an amount equal to t-he par value of
such  shares plus any dividends declared and unpaid thereon, and no more, before
any  amount shall be paid to the holders of the common shares.  If the assets of
the  corporation  should  be  insufficient  to  permit  payment to the preferred
shareholders  of  their  full preferential amounts as herein provided, then such
assets  shall  be  distributed  ratably  among the outstanding preferred shares.
Subject  to  such  preferential  rights,  the holders of the common shares shall
receive,  ratably,  all remaining assets of the corporation.  A consolidation or
merger  of  the corporation with or onto any other corporation, or a sale of all
or  substantially  all  of  the  assets  the  corporation  shall not be deemed a
liquidation, dissolution, or winding up of the corporation within the meaning of
this  paragraph.

                                Redemption Clause

     (1)     The  corporation,  at  the option of the Board of Directors, may at
any  time  redeem the whole, or from time to time redeem any part, of the Series
"A"  and/or  Series  'C"  preferred  shares  but not Series "B" preferred shares
outstanding  by  paying  in cash or equivalent property value therfor the sum of
$10.00  per  share, [plus all dividends declared but unpaid] thereon as provided
in this Article to and including the date of redemption, hereinafter referred to
as  the  "redemptive  price," and by giving to each Series 'A' and/or Series 'C'
preferred  shareholder  of  record  at  his  last known address, as shown on the
records  of  the  corporation,  at  least twenty, but not more than fifty, day's
prior  notice  personally  or  in writing, by mail, postage prepaid, stating the
class  or series or part of any class or series of shares to be redeemed and the
date  and  plan  of  redemption,  the  redemptive price, and the place where the
shareholders  may  obtain  payment of the redemptive price on surrender of their
respective  share  certificates,  hereinafter  called  the  "redemption notice."
Should  only  a  part  of  the  outstanding  preferred  shares be redeemed, such
redemption  shall be effected by lot, or pro rata, as prescribed by the Board of
Directors;  provided, however, that no preferred shares shall be redeemed unless
all  accrued  dividends on all outstanding preferred shares shall have been paid
for  all
                                       21
<PAGE>

past  dividend  periods  and  full  dividends  for  the  current  period  on all
outstanding  preferred shares, except those to be redeemed, shall have been paid
or  declared  and  set  apart  for  payment.  On  or  after  the  date fixed for
redemption,  each  holder of shares called for redemption shall, unless he shall
have previously exercised his option to convert his preferred shares as provided
in this Article, surrender his certificate for such shares to the corporation at
the place designated in the redemption notice and shall thereupon be entitled to
receive  payment  of  the  redemptive  price.  Should  less  than all the shares
represented  by  any  surrendered certificate be redeemed, a new certificate for
the  unredeemed  shares shall be issued.  If the redemption notice is duly given
and if sufficient funds are available therefor on the date fixed for redemption,
then,  whether  or not the certificates evidencing the shares to be redeemed are
surrendered,  all rights with respect to such shares shall terminate on the date
fixed  for  redemption,  except  for  the  right  of  the holders to receive the
redemption  price, without interest, on surrender of their certificate therefor.

     (2)     If,  on  or  prior  to  any date fixed for redemption of -preferred
shares  as  herein  provided,  the  corporation  deposits with any bank or trust
company  in  Texas,  or  any  bank  or  trust  company in the United States duly
appointed  and  acting as transfer agent for the corporation, as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to  publish the notice of redemption thereof, or to complete
such  publication  if  theretofore  commenced, and to pay, on and after the date
fixed  for  redemption  or prior thereto, the redemptive price of -the shares to
their respective holders on surrender of their share certificates, then from and
after  the  date  of the deposit, even though such date may be prior to the date
fixed  for  redemption,  the shares so called shall be deemed to be redeemed and
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  be  deemed  to  constitute full payment of the
shares  to  their  holders and from and after the date of the deposit the shares
shall be deemed to be no longer outstanding, and the holders thereof shall cease
to  be  shareholders  with  respect to such shares and shall have no rights with
respect  thereto,  except  the  right  to receive from the bank or trust company
payment of the redemptive price of the shares, without interest, on surrender of
their certificates therefor, or the right to convert said shares to common stock
as  provided  in  this  Article.  Any  money  so  deposited  on  account  of the
redemptive  price  of preferred shares converted after the making of the deposit
shall be repaid to the corporation forthwith on the conversion of such preferred
shares.

     (3)     Shares  redeemed by the corporation shall be restored to the status
of  authorized  but  unissued  shares  of  the  corporation.

(4)     Series  "B'  preferred  shares  shall  not  be  redeemable.

                Conversion Rights of Series "B" Preferred Shares


     (1)     The  holder of any Series "B' preferred shares, shall at his option
on  delivery  to  the corporation of his written notice electing to convert said
shares  to  common  shares  and on surrender at the office of the corporation or
office  of  the  transfer  agent  for  such  shares,  duly  endorsed
                                       22
<PAGE>

to  the  corporation,  be  entitled  to receive ninety-nine one hundredths (.99)
share of common stock for each share of Series "B" preferred stock so converted.

     (2)     Provided, however, that the number of common shares to be issued as
provided  in  Subparagraph  I of this Paragraph shall be adjusted by appropriate
amendment  of  said Subparagraph I to take into account any and all increases or
reduction  in  the  number  of  outstanding common shares which may have accrued
since  the  date  of  the  first  issuance of the Series 'B" preferred shares by
reason of a stock split, share dividend, merger, consolidation, or other capital
change or reorganization affecting the number of outstanding common shares so as
fairly  and  equitably  to  preserve  so far as reasonably possible the original
conversion  rights  of the preferred shares, and provided further that when such
adjustment  is  required  no  notice  of  redemption  shall  be given until such
amendment  and  adjustment  shall  have  been  accomplished.

      (3)  .  Neither  fractional  shares,  nor  scrip  or  other r-certificates
evidencing  such shares, shall be issued by the corporation on conversion of the
Series 'B" preferred shares as herein provided, but the corporation shall pay in
lieu  therof  the  full  value  in  cash  to  the holders who would but for this
provision  be  entitled  to  receive  such  fractional  shares.

(4)     Series  'B"  preferred  shares  so  converted  shall  not  be  reissued.

     (5)     The  corporation  shall at all times reserve and keep available out
of its authorized but unissued common shares solely for the purpose of effecting
conversion  of  its Series "B" preferred shares the full number of common shares
deliverable  on  conversion of all Series "B' preferred shares from time to time
outstanding  and  shall  obtain  and  keep  in force such permits with the Texas
Securities  Commissioner  or other appropriate authorities as may be required in
order  to  enable it lawfully to issue and deliver such number of common shares.

          Voting Rights of Common Stock and Preferred Shares Series "B"


     Holders  of  common  stock  and  Preferred  Shares Series "B" stock in this
corporation  shall  be entitled to one vote for each and every share standing in
his,  her  or  its  name  at  any  and  all  meetings of the stockholders of the
corporation.  The  common stock shall be entitled as a class to elect one (1) of
the  directors  of  this  corporation, and the Preferred Shares Series 'B" stock
shall  be  entitled  as  a  class  to  elect  two  (2)  of the directors of this
corporation,  so  long  as  the By-Laws provide for three (3) directors.  If the
By-Laws  provide  for a different number of directors (but never less than one),
the common stock shall be entitled to elect one less the Preferred Shares Series
'B"  stock, and the Preferred Shares Series 'B" stock shall be entitled to elect
one  or  more  directors  than  the  common  stock.

Restrictions  on  Preemptive  Rights


     No  holder of any shares of any class of stock of the corporation shall, as
such  holder, have any preemptive or preferential right to receive, purchase, or
subscribe  to (1) any unissued or treasury shares of any class of stock (whether
now  or hereafter authorized) of the corporation, (2) any obligations, evidences
of  indebtedness,  or  other  securities  of  the
                                       23
<PAGE>

corporation convertible into or exchangeable for,, or carrying or accompanied by
any  rights to receive, purchase, or subscribe to, any such unissued or treasury
shares, (3) any right of subscription to or to receive, or any warrant or option
for  the  purchase of, any of the foregoing securities, (4) any other securities
that  may  be issued or sold by the corporation, other than such (if any) as the
Board  of Directors of the corporation, in its sole and absolute discretion, may
determine  from  time  to  time.

     No  shareholder  shall have the right to cumulate his votes at any election
for  directors  of  this  corporation.

                              Transfer Restrictions


     Before  there  can  be a valid sale or transfer of any of the shares of the
corporation  by any holder thereof, such holder shall first offer said shares to
the  corporation and then to the other holders of common shares in the following
manner:

     (1)     Such offering shareholder shall deliver a notice in writing by mail
or  otherwise, to the Secretary of the corporation stating the price, terms, and
conditions of such proposed sale or transfer, the number of shares to be sold or
transferred,  and  his  intention  to  so  sell or transfer such shares.  Within
thirty  (30)  days  thereafter,  the  corporation  shall have the prior right to
purchase  such  shares  so  offered at the price and on the terms and conditions
stated  in  the notice; provided, however, that the corporation shall not at any
time  be  permitted  to purchase all of "'its outstanding voting shares.  Should
the corporation fail to purchase the shares at the expiration of the thirty (30)
day  period,  or  prior thereto decline to purchase the shares, the Secretary of
the  corporation shall, within five (5) days thereafter, mail or deliver to each
of  the  other (common) shareholders of record a copy of the notice given by the
shareholder  to the Secretary.  Such notice may be delivered to the shareholders
personally, or may be mailed to them at their last known address as such address
may  appear  on the books of the corporation.  Within thirty (30) days after the
mailing  or delivering 6f the copies of the orders to the shareholders, any such
shareholder  or  shareholders  desiring to acquire any part or all of the shares
referred  to in the notice shall deliver by mail, or otherwise, to the Secretary
of  the  corporation  a  written  offer  or  offers,  expressed to be acceptable
immediately,  to  purchase a specified number of such shares at the price and on
the  terms  stated  in  the notice.  Each such offer shall be accompanied by the
purchase price therefor with authorization to pay such price against delivery of
the  shares.

     (2)     If  the  total number of shares specified in the offers to purchase
exceeds  the  number  of  shares  to  be  sold  or  transferred,  each  offering
shareholder  shall be entitled to purchase such proportion of such shares as the
number  of shares of the corporation which he holds bears to the total number of
shares  held  by  all  shareholders  desiring  to  purchase  the  shares.

(3)     If  all  the  shares to be sold or transferred are not disposed of under
such  appointment,  each  shareholder desiring to purchase shares in a number in
excess  of  his  proportionate  share,  as  provided above, shall be entitled to
purchase  such  proportion  of  those  shares  which  remain  thus
                                       24
<PAGE>

     undisposed  of,  as  the total number of shares which he holds bears to the
total  number  of  shares  held  by all of the shareholders desiring to purchase
shares  inexcess  of  those  to  which they are entitled under such appointment.

(4)     If  within  said thirty (30) day period, the offer or offers to purchase
aggregate  less  than  the  number  of  shares  to  be  sold or transferred, the
shareholder  desiring  to sell or transfer such shares shall not be obligated to
accept any such offer or offers and may dispose of all of the shares referred to
in  his  notice  to any person or persons whomsoever; provided, however, that he
shall  not  sell  or  transfer  such  shares  at  a lower price or on terms more
favorable  to  the purchaser or transferee than those specified in his notice to
the  Secretary  of  the  corporation.

                                Voting Rights of
                       Preferred Shares Series "A" and "C"


     Preferred  Shares  Series  "A'  and  Series 'C" shall have no voting rights
except  those  granted by law.  The holders of Common Stock and-Preferred Shares
Series  "B"  shall  have  the  exclusive voting rights and powers, including the
exclusive  right  to  notice  of  shareholders  meetings.

                                       V.
                                REQUIRED CAPITAL


     The  corporation  will  not commence business until it has received for the
issuance  of  its  shares  consideration  of  the  value of One Thousand Dollars
($1,000.00),  consisting  of  money,  labor done, or property actually received,
which  sum  is  not  less  than  One  Thousand  Dollars  ($1,000.00).

                                       VI.
                           REGISTERED OFFICE AND AGENT


     The  address  of  its  registered  office  is 2001 Kirby Drive, Suite 1008,
Houston,  Texas  77019,  and the name of its registered agent at such address is
JAMES  T.  MAHAN.

                                       VII
VOTING  REQUIREMENTS  FOR  CORPORATE  ACTIONS


     Subject  to  the  Business  Corporation  Act  of  the State of Texas and as
permitted  by  Article  9.08  of such Act, the decision to amend its Articles of
Incorporation,  to  sell  any  and all of its assets, to enter into a corporate
merger  or  acquisition,  to issue securities, to dissolve the corporation or to
take  any  action  required  by shareholders in accordance with such Act, may be
made  by  the affirmative vote of shareholders owning at least fifty-one percent
(51%)  of  the  issued  and  outstanding  shares  of  the  common  stock  of the
corporation  at  the  time  of  voting.
                                       25
<PAGE>

                                      VIII.

                             INTERESTED TRANSACTIONS


     Except  as may be otherwise provided in the Texas Business Corporation Act,
no  contract, act, or transaction of the corporation with any person or persons,
firm,  trust,  or  association,  or  any  other corporation shall be affected or
invalidated  by  the  fact  that  any  Director, officer, or shareholder of this
corporation  is  a  party  to,  or  is  interested  in,  such  contract, act, or
transaction,  or  in  any  way  connected with any such person or persons, firm,
trust,  or  association,  or  is  a  Director,  officer,  or  shareholder of, or
otherwise  interested in,  any such other corporation, nor shall any duty to pay
damages  on  account of this corporation be imposed upon such Director, officer,
or  shareholder of this corporation solely by reason of such fact, regardless of
whether  the  vote,  action,  or  presence  of  any  such  Director, officer, or
shareholder may be, or may have been, necessary to obligate this corporation on,
or  in  connection with, such contract, .act, or transaction, provided that, if
such  vote, action, or presence is, or shall have been, necessary, such interest
or  connection  (other  than an interest as a non-controlling shareholder of any
such  other corporation) be known or disclosed to the Board of Directors of this
corporation.

                                       IX.
                                 INDEMNIFICATION


     Each  Director  and officer or former Director or officer or any person who
may  have  served at the request of this corporation as a Director or officer of
another corporation in which this corporation owns shares of capital stock or of
which  this  corporation  is  a  creditor  (and  their  heirs,  executors,  and
administrators)  may  be indemnified by the corporation against reasonable costs
and  expenses incurred by him in connection with any action, suit, or proceeding
to  which  he  may  be  made  a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which  he  has  been  adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his  office, or in the event of a settlement, each Director and officer (and his
heirs,  executors,  and  administrators)  may  be indemnified by the corporation
against  payments  made,  including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of  two-thirds  (2/3)  of  those  members  of  the  Board  of  Directors  of the
corporation  who  are  not  involved in the action, suit, or proceeding that the
Director  or  officer  has  no  liability  by reason of willful misfeasance, bad
faith,  gross  negligence,  or  reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the  Board  of Directors of the corporation are involved in the action, suit, or
proceedings,  such  determination  shall  have been made by a written opinion of
independent  counsel.  Amounts  paid  in  settlement  shall  not  exceed  costs,
                                       26
<PAGE>

     fees, and expenses which would have been reasonably incurred if the action,
suit, or proceeding had been litigated to a conclusion.  Such a determination by
the  Board  of Directors, or by independent counsel, and the payments of amounts
by  the  corporation  on  the basis thereof shall not prevent a shareholder from
challenging such indemnification by appropriate legal proceedings on the grounds
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties involved in the conduct of his office.  The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to  law.

                                       X.
                                    DIRECTORS


     The  number of Directors constituting the initial Board of Directors is one
(1),  and  the  name and address of the person who is to serve as Director until
the  first  annual meeting of the shareholders or until his successor is elected
and  qualified  is:

                              James S. Clifton, Jr.
                               24115 Griffin Lane
                              Houston, Texas 77449

                                       XI.
                                  INCORPORATORS

     The  names  and  addresses  of  the incorporators which includes all of the
i,,ti4tial subscribers to the corporation's shares and securities evidencing the
right  to  acquire  its  shares  are:

                              James S. Clifton, Jr.
                               24115 Griffin Lane
                              Houston, Texas 77449

     IN  WITNESS  WHEREOF,  we  have executed these Articles of Incorporation on
     This  27th  day  of  December,  1988.


                         _____________/s/______________
                              James S. Clifton, Jr
                                       27
<PAGE>

--------------------------------------------------------------------------------
                                     EXHIBIT

                              ARTICLES OF AMENDMENT

                          NET MASTER CONSULTANTS, INC.
                               FILED JUNE 24, 1997
--------------------------------------------------------------------------------
                                       28
<PAGE>

                              ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES  OF  INCORPORATION


          Pursuant  to  the  provisions  of  Article  4.04 of the Texas Business
Corporation  Act,  the  undersigned corporation adopts the following Articles of
Amendment  to  its  Corporation  Section  Incorporation,

                                   ARTICLE ONE

           The name of the corporation is HOUSTON PRODUCE CORPORATION.

                                   ARTICLE TWO

          The  following  amendment to the Articles of Incorporation was adopted
by  the  shareholders  of  the  corporation  on  May  12,  1997.

     This  amendment:

     i.     deletes  Article I. of the original Articles of Incorporation in its
entirety  and  provides  for  a  now  Article  1.  as  set  forth  below;  and

     ii.     deletes Article IV. SHARESof the original Articles of Incorporation

in  its  entirety  and provides for a new Article IV, SHARES as set forth below.


          The  amendment  deletes  the  language  in  Article 1. of the original
Articles  of  Incorporation  and the full text of Article I shall be as follows:


     The  name  of  the  corporation  is  NET  MASTER  CONSULTANTS,  INC.

          The  amendment  deletes  the language in Article IV. All SHARES of the
original  Articles of Incorporation and the full text of Article IV SHARES shall
be  as  follows:

                                       IV.
                                     SHARES

          The  aggregate  number  of  shares In which the corporation shall have
authority  to  issue  is  1  00,000,000  shares of the par value of $0.0001 each
Common  Voting  Equity Stock, such shares to carry the short title "Common"; and
no  other  class  of  stock.

          The  Board  of Directors may further create separate series within any
class  of  stock.

                                  ARTICLE THREE

          The  number  of  shares  of the corporation outstanding at the time of
such  adoption was 33,000; and the number of shares entitled to vote thereon was
33,000.
                                       29
<PAGE>

                                  ARTICLE FOUR

     The number of shares voted for such amendment was 33,000; and the number of
shares  voted  against  such  amendment  was  0.

                                  ARTICLE FIVE

     The  manner  in  which  any  exchange,  reclassification or cancellation of
issued  shares  provided  for in the amendment shall be affected, is as follows,

     The  Officers are empowered and directed to effectuate a 1000 to 1 forward
split  of the Company's Common Stock; such that the existing 33,000 shares shall
become  33,000,000  of  par  value  $0.0001,

                                   ARTICLE SIX

     The manner in which such amendment effects a change in the amount of stated
capital,  and  the amount of stated capital as changed by such amendment, are as
follows:

     This  amendment empowers and directs the Officers to effectuate a 1000 to 1
forward  split  of the Company's Common Stock; such that the existing issued and
outstanding  33,000  Common  Shares  of  $1.00 par value shall become 33,000,000
Common  Shares  of  $0.0001  par  value.

     This amendment will have the effect of reducing stated capital by $219,700.

Dated-  May  12,  1997


                           HOUSTON PRODUCE CORPORATION


                              _________/s/_________
                                   Dan Sifford
                                    President

                                       30
<PAGE>

--------------------------------------------------------------------------------
                               SECRETAR Y OF STATE
                            CERTIFICATE OF AMENDMIENT
                                       OF
                          NET MASTER CONSULTANTS, INC.
                                    FORMERLY
                           HOUSTON PRODUCE CORPORATION
--------------------------------------------------------------------------------

The  undersigned,  as  Secretary  of  State  of Texas, hereby certifies that the
attached  Articles of Amendment for the above named entity have been received in
this  office  and  are  found  to  conform  to  law.

ACCORDINGLY  the  undersigned,  as  Secretary  of  State,  and  by virtue of the
authority  vested  in  the  Secretary  by law, hereby issues this Certificate of
Amendment.

Dated:            June  24,  1997

Effective:        June  24,  1997


                           ____________/s/___________
                              Antonio O. Garza, Jr.
                               Secretary of State
                                       31
<PAGE>

--------------------------------------------------------------------------------
                              ARTICLES OF AMENDMENT
                             AFTER ISSUANCE OF STOCK
                   (pursuant to Texas business corporation act

                          Houston Produce Corporation.
                                   (OF TEXAS)
--------------------------------------------------------------------------------

          (1)     The  Original  Articles  of Incorporation as filed on December
28,  1988,  shall  be  changed  and  amended  as  follows:


     Article  1.  Name  is hereby superseded by, and is hereafter to read as set
forth  immediately  following:

     The  name  of  the  Corporation  is  NET  MASTER  CONSULTANTS,  INC.

     Article IV.  Shares is superseded by, and is hereafter to read as set forth
immediately  following:


     The  aggregate  number of shares which the corporation shall have authority
to  issue  is
     100,000,000  shares  of  the par value of $0.0001 each Common Voting Equitv
Stock,  such
     shares to carry the short title "Common"; and no other class of stock.  The
Board of Directors may further create separate series within any class of stock.

          (2)     Adoption of the Amendment occurred by unanimous consent of the
Board  of  Directors following shareholder approval as follows: On May 12, 1997,
the  shareholders  conferred  authority  on  the Board of Directors to adopt the
above  Amendment,  33,000  shares (of common stock) being issued and outstanding
and  33,000  (100%)  being present or by proxy and all of those 33,000 voting in
favor  of the resolution.  The amendments were adopted by the Board of Directors
on  May  12,  1997.  No  shares of any of the eliminated classes of stock are or
were  issued  or  outstanding.

     Dated:     May  12,1997


                           ____________/S/____________
                               J. DAN SIFFORD, JR.
                                    PRESIDENT

                                       32
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 2.3
                                   BY-LAWS 6.1
                     FINANCIAL SERVICES CONSULTING AGREEMENT
--------------------------------------------------------------------------------

                                       33
<PAGE>

BY-LAWS
OF
NET  MASTER  CONSULTANTS,  INC.

--------------------------------------------------------------------------------
                             ARTICLE  I  -  OFFICES
--------------------------------------------------------------------------------

1.     REGISTERED  OFFICE  AND  AGENT

         The  registered  office  of  the  corporation  shall  be  maintained at

               3131  Southwest  Freeway
               Suite  46
               Houston,  TX  77098

         The  registered office or the registered agent, or both, may be changed
by  resolution  of the board of directors, upon filing the statement required by
law.

2.     PRINCIPAL  OFFICE

         The  principal  office  of  the  corporation  shall  be  at

               24843  Del  Prado
               Suite  318
               Dana  Point,  CA  92629

provided  that the board of directors shall have power to change the location of
the  principal  office  in  its  discretion.

3.     OTHER  OFFICES

         The  corporation  may also maintain other offices at such places within
or  without  the  State of Texas as the board of directors may from time to time
appoint  or  as  the  business  of  the  corporation  may  require.

--------------------------------------------------------------------------------
                            ARTICLE II - SHAREHOLDERS
--------------------------------------------------------------------------------

1.     PLACE  OF  MEETING

         All  meetings  of shareholders, both regular and special, shall be held
either  at  the  principal  office  of the corporation in Texas or at such other
places, either within or without the state, as shall be designated in the notice
of  the  meeting.

2.     ANNUAL  MEETING

         The  annual  meeting  of shareholders for the election of directors and
for  the  transaction  of  all  other business which may come before the meeting
shall be held on the 15th day of April in each year (if not a legal holiday and,
if  a  legal  holiday,  then  on  the  next  business day following) at the hour
specified  in  the  notice  of  meeting.

         If  the  election  of  directors  shall  not  be  held on the day above
designated  for  the  annual  meeting,  the  board  of directors shall cause the
election  to  be  held  as  soon  thereafter as conveniently may be at a special
meeting  of  the  shareholders  called for the purpose of holding such election.

         The  annual meeting of shareholders may beheld for any other purpose in
addition to the election of directors which may be specified in a notice of such
meeting. The meeting may be called by resolution of the board of directors or by
a  writing filed with the secretary signed either by a majority of the directors
or  by  shareholders  owning a majority in amount of the entire capital stock of
the corporation issued and outstanding and entitled to vote at any such meeting.

3.     NOTICE  OF  SHAREHOLDERS'  MEETING

         A  written  or  printed  notice  stating the place, day and hour of the
meeting, and in case of a special meeting, the purpose or purposes for which the
meeting  is  called,  shall  be delivered not less than ten (10) more than fifty
(50) days before the date of the meeting, either personally or by mail, by or at
the  direction  of the president, secretary or the officer or person calling the
meeting,  to  each  shareholder  of  record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States  mail  addressed  to  the shareholder at his address as it appears on the
share  transfer  books  of  the  corporation,  with  postage  thereon  prepaid.

4.     VOTING  OF  SHARES

         Each  outstanding  share  with  voting privileges, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders,  except  to the extent that the voting rights of the shares of any
class  or  classes  are limited or denied by the Articles of Incorporation or by
law.

         Treasury  shares,  shares of its own stock owned by another corporation
the  majority  of  the  voting  stock  of  which  is owned or controlled by this
corporation, and shares of its own stock held by this corporation in a fiduciary
capacity  shall  not be voted, directly or indirectly, at any meeting, and shall
not  be  counted  in  determining  the total number of outstanding shares at any
given  time.
                                       34
<PAGE>

         A shareholder may vote either in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid  after  eleven (11) months from the date of its execution unless otherwise
provided  in  the proxy. Each proxy shall be revocable unless expressly provided
therein  to  be  irrevocable,  and in no event shall it remain irrevocable for a
period  of  more  than  eleven  (11)  months.

         At  each  election  for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for  whose election he has a right to vote, or unless prohibited by the articles
of incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or  by  distributing  such  votes on the same principal among any number of such
candidates.  Any  shareholder  who  intends  to  cumulate  his  votes  as herein
authorized  shall  give written notice of such intention to the secretary of the
corporation  on  or  before  the  day  preceding  the  election  at  which  such
shareholder  intends  to  cumulate  his  votes.

5.     CLOSING  TRANSFER  BOOKS  AND  FIXING  RECORD  DATE

         For the purpose of determining shareholders entitled to notice of or to
vote  at  any meeting of shareholders or any adjournment thereof, or entitled to
receive  payment  of  any  dividend,  or  in  order  to  make a determination of
shareholders  for  any  other proper purpose, the board of directors may provide
that  the share transfer books shall be closed for a stated period not exceeding
fifty  (50) days. If the stock transfer books shall be closed for the purpose of
determining  shareholders  entitled  to  notice  of  or  to vote at a meeting of
shareholders,  such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-laws
or  in  the  absence  of an applicable by-law the board of directors, may fix in
advance  a  date  as the record date for any such determination of shareholders,
not  later  than  fifty (50) days and, in case of a meeting of shareholders, not
earlier  than  ten  (10)  days prior to the date on which the particular action,
requiring  such  determination  of  shareholders  is  to  be taken. If the share
transfer  books are not closed and no record date is fixed for the determination
of  shareholders  entitled to notice of or to vote at a meeting of shareholders,
or  shareholders  entitled  to  receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of  directors  declaring  such dividend is adopted, as the case may be, shall be
the  record date for such determination of shareholders. When a determination of
shareholders  entitled  to  vote at any meeting of shareholders has been made as
provided  in  this  section,  such  determination shall apply to any adjournment
thereof,  except  where  the  determination has been made through the closing of
share  transfer  books  and  the  stated  period  of  closing  has  expired.

6.     QUORUM  OF  SHAREHOLDERS

         Unless otherwise provided in the articles of incorporation, the holders
of a majority of the shares entitled to vote, represented in person or by proxy,
shall  constitute a quorum at a meeting of shareholders, but in no event shall a
quorum  consist  of  the  holders  of  less  than  one-third (1/3) of the shares
entitled  to  vote and thus represented at such meeting. The vote of the holders
of  a  majority of the shares entitled to vote and thus represented at a meeting
at  which  a  quorum  is  present shall be the act of the shareholders' meeting,
unless  the  vote  of  a  greater  number  is  required  by law, the articles of
incorporation  of  the  By-Laws.
                                       35
<PAGE>

7.     VOTING  LISTS

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

8.     INFORMAL  ACTION  BY  STOCKHOLDERS

         Any  action  required  or  permitted  to  be  taken at a meeting of the
stockholders may be taken without meeting if a written consent thereto is signed
by the stockholders holding at least a majority of the voting power, except that
if  a  different  proportion of voting power is required for such an action at a
meeting,  then that proportion of written consent is required; provided however,
that  written  notice  of  any  action  so  taken  must be promptly given to all
stockholders

--------------------------------------------------------------------------------
                             ARTICLE III - DIRECTORS
--------------------------------------------------------------------------------

1.     BOARD  OF  DIRECTORS

         The business and affairs of the corporation shall be managed by a board
of  directors.  Directors  need  not  be  residents of the State of Texas nor be
shareholders  in  the  corporation.

2.     NUMBER  AND  ELECTION  OF  DIRECTORS

         The  number  of  directors  shall  be 3 provided that the number may be
increased  or  decreased from time to time by an amendment to these by-laws, but
no  decrease  shall  have  the  effect  of  shortening the term of any incumbent
director. At each annual election the shareholders shall elect directors to hold
office  until  the  next  succeeding  annual  meeting.

                                       36
<PAGE>
3.     VACANCIES

         Any  vacancy  occurring  in the board of directors may be filled by the
affirmative  vote  of  the remaining directors, though less than a quorum of the
board.  A  director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase  in  the  number  of directors shall be filled by election at an annual
meeting  or  at  a  special  meeting  of  shareholders  called for that purpose.
                                       37
<PAGE>

4.     QUORUM  OF  DIRECTORS

         A  majority of the board of directors shall constitute a quorum for the
transaction  of  business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors.

5.     ANNUAL  MEETING  OF  DIRECTORS

         Within  thirty days after each annual meeting of shareholders the board
of  directors elected at such meeting shall hold an annual meeting at which they
shall  elect  officers and transact such other business as shall come before the
meeting.

6.     REGULAR  MEETING  OF  DIRECTORS

         A regular meeting of the board of directors may be held at such time as
shall  be  determined from time to time by resolution of the board of directors.

7.     SPECIAL  MEETINGS  OF  DIRECTORS

         The  secretary  shall  call a special meeting of the board of directors
whenever  requested  to do so by the president or by two directors. Such special
meeting  shall  be  held  at  the  time  specified  in  the  notice  of meeting.

8.     PLACE  OF  DIRECTORS'  MEETINGS

         All  meetings  of  the  board of directors (annual, regular or special)
shall be held either at the principal office of the corporation or at such other
place, either within or without the State of Texas, as shall be specified in the
notice  of  meeting.

9.     NOTICE  OF  DIRECTORS'  MEETINGS

         All  meetings  of  the  board of directors (annual, regular or special)
shall  be  held  upon  five (5) days' written notice stating the date, place and
hour  of  meeting  delivered to each director either personally or by mail or at
the direction of the president or the secretary or the officer or person calling
the  meeting.

         In  any  case  where all of the directors execute a waiver of notice of
the time and place of meeting, no notice thereof shall be required, and any such
meeting  (whether  annual,  regular or special) shall be held at the time and at
the  place (either within or without the State of Texas) specified in the waiver
of  notice.  Neither  the  business to be transacted at, nor the purpose of, any
annual,  regular  or special meeting of the board of directors need be specified
in  the  notice  or  waiver  of  notice  of  such  meeting.

                                       38
<PAGE>
10.     COMPENSATION

         Directors,  as  such,  shall  not  receive  any stated salary for their
services,  but  by resolution of the board of directors a fixed sum and expenses
of  attendance, if any, may be allowed for attendance at each annual, regular or
special  meeting  of the board, provided, that nothing herein contained shall be
construed  to  preclude  any  director from serving the corporation in any other
capacity  and  receiving  compensation  therefor.

11.     ACTION  BY  CONSENT  OF  DIRECTORS

         In  lieu  of a formal meeting, action may be taken by unanimous written
consent  of  the  directors.

--------------------------------------------------------------------------------
                              ARTICLE IV - OFFICERS
--------------------------------------------------------------------------------

1.     OFFICERS  ELECTION

         The  officers  of  the corporation shall consist of a president, one or
more  vice-presidents,  a secretary, and a treasurer. All such officers shall be
elected  at the annual meeting of the board of directors provided for in Article
III,  Section  5.  If any office is not filled at such annual meeting, it may be
filled  at  any subsequent regular or special meeting of the board. The board of
directors  at  such  annual  meeting,  or  at  any subsequent regular or special
meeting may also elect or appoint such other officers and assistant officers and
agents  as  may  be deemed necessary. Any two or more offices may be held by the
same  person,  except  the  offices  of  president  and  secretary.

         All officers and assistant officers shall be elected to serve until the
next meeting of directors (following the next annual meeting of shareholders) or
until  their  successors  are  elected;  provided, that any officer or assistant
officer  elected  or  appointed by the board of directors may be removed with or
without  cause  at  any  regular or special meeting of the board whenever in the
judgment of the board of directors the best interests of the corporation will be
served  thereby,  but  such  removal  shall be without prejudice to the contract
rights,  if  any,  of the person so removed. Any agent appointed shall serve for
such term, not longer than the next annual meeting of the board of directors, as
shall  be specified, subject to like right of removal by the board of directors.

2.     VACANCIES

         If  any office becomes vacant for any reason, the vacancy may be filled
by  the  board  of  directors.

3.     POWER  OF  OFFICERS

         Each  officer  shall have, subject to these by-laws, in addition to the
duties  and  powers specifically set forth herein, such powers and duties as are
commonly  incident  to  this  office  and such duties and powers as the board of
directors  shall  from  time to time designate. All officers shall perform their
duties  subject  to  the  directions  and  under the supervision of the board of
directors. The president may secure the fidelity of any and all officers by bond
or  otherwise.

4.     PRESIDENT

         The  president shall be the chief executive officer of the corporation.
He shall preside at all meetings of the directors and shareholders. He shall see
that  all  orders and resolutions of the board are carried out, subject however,
to the right of the directors to delegate specific powers, except such as may be
by  statute exclusively conferred on the president, to any other officers of the
corporation.

         He  or  any  vice-president  shall  execute  bonds, mortgages and other
instruments  requiring  a  seal,  in  the  name  of  the  corporation, and, when
authorized  by  the  board,  he  or any vice-president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the  signature  of  either  the  secretary  or an assistant secretary. He or any
vice-president  shall  sign  certificates  of  stock.

         The President shall be an ex-officio member of all standing committees.

         He  shall  submit a report of the operations of the corporation for the
year  to the directors at their meeting next preceding the annual meeting of the
shareholders  and  to  the  shareholders  at  their  annual  meeting.

5.     VICE-PRESIDENTS

         The  vice-president  shall,  in  the  absence  or  disability  of  the
president, perform the duties and exercise the powers of the president, and they
shall  perform  such  other  duties  as  the board of directors shall prescribe.
                                       39
<PAGE>

6.     THE  SECRETARY  AND  ASSISTANT  SECRETARIES

         The  secretary  shall attend all meetings of the board and all meetings
of  the  shareholders  and  shall  record  all  votes  and  the  minutes  of all
proceedings  and  shall  perform  like  duties  for the standing committees when
required.  He  shall  give  or  cause  to be given notice of all meetings of the
shareholders  and  all meetings of the board of directors and shall perform such
other  duties  as  may be prescribed by the board. He shall keep in safe custody
the seal of the corporation, and when authorized by the board, affix the same to
any  instrument  requiring  it, and when so affixed, it shall be attested by his
signature  or  by  the  signature  of  an  assistant  secretary.

         The  assistant  secretary  shall,  in  the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary, and they
shall  perform  such  other  duties  as  the board of directors shall prescribe.

         In  the absence of the secretary or an assistant secretary, the minutes
of  all  meetings of the board and shareholders shall be recorded by such person
as  shall  be  designated  by  the  president  or  by  the  board  of directors.

7.     THE  TREASURER  AND  ASSISTANT  TREASURERS

         The  treasurer  shall  have  the  custody  of  the  corporate funds and
securities  and  shall  keep  full  and  accurate  accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and  other  valuable effects in the name and to the credit of the corporation in
such  depositories  as  may  be  designated  by  the  board  of  directors.

         The  treasurer  shall  disburse  the funds of the corporation as may be
ordered  by  the  board  of  directors,  taking  proper  vouchers  for  such
disbursements. He shall keep and maintain the corporation's books of account and
shall  render  to  the  president  and  directors  an  account  of  all  of  his
transactions  as treasurer and of the financial condition of the corporation and
exhibit  his  books,  records  and accounts to the president or directors at any
time.  He  shall  disburse  funds  for capital expenditures as authorized by the
board  of  directors  and  in  accordance  with the orders of the president, and
present  to the president for his attention any requests for disbursing funds if
in the judgment of the treasurer any such request is not property authorized. He
shall  perform such other duties as may be directed by the board of directors or
by  the  president.

         If  required by the board of directors, he shall give the corporation a
bond  in  such  sum and with such surety or sureties as shall be satisfactory to
the  board  for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
corporation.

         The  assistant treasurers in the order of their seniority shall, in the
absence  or  disability  of  the  treasurer, perform the duties and exercise the
powers  of  the treasurer, and they shall perform such other duties as the board
of  directors  shall  prescribe.
                                       40
<PAGE>

--------------------------------------------------------------------------------
                ARTICLE V - CERTIFICATES OF STOCK: TRANSFER. ETC.
--------------------------------------------------------------------------------

1.     CERTIFICATES  OF  STOCK

         The  certificates  for  shares  of  stock  of  the corporation shall be
numbered  and shall be entered in the corporation as they are issued. They shall
exhibit  the  holder's  name  and  number  of  shares and shall be signed by the
president  or  a  vice-president and the secretary or an assistant secretary and
shall be sealed with the seal of the corporation or a facsimile thereof.  If the
corporation  has  a  transfer  agent  or a registrar, other than the corporation
itself or an employee of the corporation, the signatures of any such officer may
be  facsimile.  In  case  any officer or officers who shall have signed or whose
facsimile  signature  or signatures shall have been used on any such certificate
or  certificates  shall cease to be such officer or officers of the corporation,
whether  because of death, resignation or otherwise, before said certificate may
nevertheless  be  issued  by  the corporation with the same effect as though the
person  or  persons who signed such certificates or whose facsimile signature or
signatures shall have been used thereon had been such officer or officers at the
date  of its issuance. Certificates shall be in such form as shall in conformity
to  law  be  prescribed  from  time  to  time  by  the  board  of  directors.

         The  corporation  may  appoint  from  time  to time transfer agents and
registrars,  who  shall  perform  their  duties  under  the  supervision  of the
secretary.

2.     TRANSFERS  OF  SHARES

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

3.     REGISTERED  SHAREHOLDERS

         The  corporation shall be entitled to treat the holder of record of any
share  or  shares  of stock as the holder in fact thereof and, accordingly shall
not  be  bound  to recognize any equitable or other claim to or interest in such
share  on  the part of any other person, whether or not is shall have express or
other  notice  thereof,  except  as  otherwise  provided  by  law.

4.     ISSUANCE  OF  ADDITIONAL  SHARES

         The  corporation  shall be enabled to issue additional common shares or
to  create  additional  classes  of  stock.

5.     LOST  CERTIFICATE

         The  board of directors may direct a new certificate or certificates to
be  issued in place of any certificate or certificates theretofore issued by the
corporation  alleged  to  have  been  lost  or  destroyed, upon the making of an
affidavit  of  that fact by the person claiming the certificate to be lost. when
authorizing  such  issue  of  a  new  certificate  or certificates, the board of
directors  in  its  discretion  and  as  a  condition  precedent to the issuance
thereof,  may  require  the  owner  of  such  lost  or  destroyed certificate or
certificates  or  his legal representatives to advertise the same in such manner
as  it  shall  require or to give the corporation a bond with surety and in form
satisfactory  to  the  corporation (which bond shall also name the corporation's
transfer  agents  and  registrars,  if  any,  as obligees) in such sum as it may
direct  as  indemnity against any claim that may be made against the corporation
or  other  obligees with respect to the certificate alleged to have been lost or
destroyed,  or  to  advertise  and  also  give  such  bond.
                                       41
<PAGE>

--------------------------------------------------------------------------------
                              ARTICLE VI - DIVIDEND
--------------------------------------------------------------------------------


1.     DECLARATION

         The  board  of  directors may declare at any annual, regular or special
meeting  of  the board and the corporation may pay, dividends on the outstanding
shares  in  cash,  property  or  in  the shares of the corporation to the extent
permitted  by, and subject to the provisions of, the laws of the State of Texas.

2.     RESERVES

         Before  payment of any dividend there may be set aside out of any funds
of  the  corporation  available  for dividends such sum or sums as the directors
from time to time in their absolute discretion think proper as a reserve fund to
meet  contingencies  or for equalizing dividends or for repairing or maintaining
any property of the corporation or for such other purpose as the directors shall
think  conducive  to  the  interest  of  the  corporation, and the directors may
abolish  any  such  reserve  in  the  manner  in  which  it  was  created.

--------------------------------------------------------------------------------
                         ARTICLE  VII  -  MISCELLANEOUS
--------------------------------------------------------------------------------

1.     INFORMAL  ACTION

         Any  action  required to be taken or which may be taken at a meeting of
the  shareholders, directors or members of the executive committee, may be taken
without  a  meeting  if  a  consent in writing setting forth the action so taken
shall  be  signed  by  all  of  the  shareholders,  directors, or members of the
executive  committee,  as  the case may be, entitled to vote with respect to the
subject matter thereof, and such consent shall have the same force and effect as
a  unanimous  vote  of  the shareholders, directors, or members of the executive
committee,  as  the  case  may  be,  at  a  meeting  of  said  body.

2.     SEAL

         The corporate seal shall be circular in form and shall contain the name
of the corporation, the year of its incorporation and the name "TEXAS". The seal
may  be  used  by causing it or a facsimile to be impressed or affixed or in any
other manner reproduced. The corporate seal may be altered by order of the board
of  directors  at  any  time.

3.     CHECKS

         All  checks  or demands for money and notes of the corporation shall be
signed  by such officer or officers or such other person or persons as the board
of  directors  may  from  time  to  time  designate.

4.     FISCAL  YEAR

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

5.     DIRECTORS'  ANNUAL  STATEMENT

         The  board  of  directors  shall  present  at  each  annual  meeting of
shareholders  a  full  and  clear statement of the business and condition of the
corporation.

6.     CLOSE  CORPORATIONS:  MANAGEMENT  BY  SHAREHOLDERS

         If  the  articles  of  incorporation  of  the  corporation  and  each
certificate  representing  its  issued  and  outstanding  shares states that the
business  and affairs of the corporation shall be managed by the shareholders of
the  corporation rather than by a board of directors, then, whenever the context
so requires by the shareholders of the corporation shall be deemed the directors
of  the  corporation  for  purposes  of applying any provision of these By-Laws.
                                       42
<PAGE>

7.     AMENDMENTS

(a)     By  Directors

         The  board  of  directors may amend or repeal the By-Laws, or adopt new
by-laws,  unless:

         1.  The  Articles  of  Incorporation  or  the  State reserves the power
exclusively  to  the  shareholders  in  whole  or  in  part;  or

         2.  The  shareholders  in  amending, repealing or adopting a particular
by-law  expressly provide that the board of directors may not amend that by-law.

(b)     By  Shareholders

         Unless  the  Articles  of  Incorporation  or  By-Law  adopted  by  the
shareholders  provides  otherwise  as to all or some portion of the By-Laws, the
shareholders  may amend, repeal or adopt the By-Laws even though the By-Laws may
also  be  amended,  repealed  or  adopted  by  the  board  of  directors.

         The  above  By-Laws  approved  and adopted by the Board of Directors on
January  5,  1999.


    ________/s/______
     Kirt  W.  James,
       President

                                       43
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 6.2
             ATTORNEY DISCLOSURE AND SPECIAL RELATIONSHIP AGREEMENT
--------------------------------------------------------------------------------

                            ATTORNEY  DISCLOSURE  AND
                        SPECIAL  RELATIONSHIP  AGREEMENT

                                 WILLIAM  STOCKER
                                 ATTORNEY  AT  LAW

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  "intrepid"),  and Net Master Consultants, Inc. a Texas
Corporation,  (hereafter  "Intrepid-Client"),  and  William  Stocker, Intrepid's
General  Counsel,  and  dated  January  1,  1999. In consideration of the mutual
promises contained herein, and on the terms and conditions herein set forth, the
parties  agree  as  follows:

     A.  SUMMARY.

     Net  Master  Consultants, Inc. has employed Intrepid International, Ltd. to
perform  certain  financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full  written disclosure, and to define special character of both the ostensible
and  actual  relationships  between  the  parties.

     William Stocker is actually General Counsel of Intrepid International, Ltd.

     William  Stocker  will be authorized by this agreement to act as ostensible
Special  Securities  Counsel  for  Net  Master  Consultants,  Inc..


     B.  RECITALS

     1.  INTREPID  RETAINER  AGREEMENT.     Intrepid  International,  Ltd. is or
will  be  hereby  retained  as  financial  services  consultants  for  the
Intrepid-Client,  pursuant  to  that  certain  Financial  Services  Consulting
Agreement  of even date herewith. Among the services contemplated to be provided
by  that  Agreement  are  the  services  of its General Counsel William Stocker,
attorney  at  law,  as  Special  Securities  Counsel  for  the  Intrepid-Client.

     2.  INTREPID  GENERAL COUNSEL. William Stocker, attorney at law, is General
Counsel  to  Intrepid,  first and foremost and always, and this paramount status
and  relationship has been and is hereby fully disclosed, in connection with the
Intrepid-Client's  consideration of the potential services of William Stocker as
Special  Counsel  with  Limited  Authority,  in  connection  with,  and  only in
connection  with  the  services requested and agreed to between Intrepid and the
Intrepid-Client.

     3.  DEFINITION OF "SPECIAL COUNSEL WITH LIMITED AUTHORITY". As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently  and  without  exception:  Intrepid  General Counsel is authorized,
where  appropriate  to  employ  the  designation  "Special  Counsel" or "Special
Securities  Counsel"  for  the  Intrepid-Client, in connection with, and only in
connection  with  services  to  and  for  the  Intrepid-Client  requested by the
Intrepid-Client  to  be performed by Intrepid pursuant to the Financial Services
Consulting Agreement of even date herewith. Intrepid General Counsel, as between
such  Counsel  and  the  Intrepid-Client,  is not Intrepid-Client's Counsel, nor
counsel  to the Intrepid-Client generally, or in any other manner than specified
in this definition. Special Counsel will not take action which is not authorized
by  the  Intrepid-Client  nor  represent  to any person any general authority to
speak  for  or  bind  the  Intrepid-Client  in  any  manner.

     4.  INTREPID-CLIENT'S  RIGHT  TO  DECLINE  THE  RELATIONSHIP.  The
Intrepid-Client  has  been  informed,  and  is  informed  hereby,  that  the
Intrepid-Client  is  not  required to join in the special relationship disclosed
and  defined  herein.  Intrepid-Client  may employ or require its own counsel or
independent  counsel  for any and all purposes at its expense and in addition to
its  obligations  to  Intrepid. The Intrepid-Client is advised to retain its own
counsel,  as  appropriate,  to  review  and advise the Intrepid-Client as to any
matter  arising  from  its  relationship  to  Intrepid  or  Intrepid's  Counsel.
                                       44
<PAGE>

     5.  MANAGEMENT'S  PREFERENCE.  It is the desire of sophisticated management
that  the  unnecessary  expense  of  cumulative  counsel  with respect to purely
technical  matters  is  not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and  that  no  conflict of interest exists or is likely to arise from the strict
and  precise  observance of that relationship as defined. Accordingly management
understands,  accepts  and  affirmatively  requests  such  an  arrangement.


     C.  SPECIAL  COUNSEL  AGREEMENT

     1.  SPECIAL  COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and  adopt  that  special technical relationship of Special Counsel with Limited
Authority  as defined hereinabove, for the sole and separate purpose of allowing
Intrepid  Counsel  to  perform  services appropriate to the services of Intrepid
requested  by  the  Intrepid-Client.

     2.  BILLINGS.  Special  Counsel (Intrepid's Counsel) shall invoice and bill
applicable  time  and  services  to Intrepid, separately with respect to matters
applicable  to  this  Intrepid-Client. Time shall be billable at $250.00/hr, and
such  incidental  secretarial services shall be billable at $85.00/hr, as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client  in  advance. Intrepid shall be responsible, as between Intrepid
and  its  counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between  Intrepid  and  the  Intrepid-Client,  the  Intrepid-Client  shall  be
responsible to Intrepid for the total of its own and Counsel's billings. Certain
special  minimum  fixed fees shall apply to Legal Opinions: (a) Opinions for the
Issuance  of  free  trading  stock, $2,500.00; Opinions to remove restriction on
issued  restricted  securities;  $2,000.00;  Opinions  to  issue  restricted
securities,  as  defined  in  Rule  144(a),  $1,000.00.

     3.  TERMINATION.     The terms of this agreement may be terminate by either
Intrepid-Client  or Special Counsel at any time upon written or other reasonable
notice  to  the  other.

     4.  MISCELLANEOUS  This  agreement  sets  forth  the  entire  agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws  of  the Intrepid-Client's place of Incorporation if that be Nevada or
Texas,  and  if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

Intrepid  International,  Ltd.

                           By

___________/s/____________     _______/s/___________
Kirt  W.  James,                 William  Stocker
    President                   Attorney  at  law


THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

     Net  Master  Consultants,  Inc.



Date:   1/1/99                    By:
                 ___________/s/__________
                 Dan  Sifford,  President

                                       45
<PAGE>



--------------------------------------------------------------------------------
                                   EXHIBIT 6.3

             ATTORNEY DISCLOSURE AND SPECIAL RELATIONSHIP AGREEMENT
--------------------------------------------------------------------------------


                                       46
<PAGE>
                            ATTORNEY  DISCLOSURE  AND
                        SPECIAL  RELATIONSHIP  AGREEMENT

                             KARL  E.  RODRIGUEZ
                              ATTORNEY  AT  LAW

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  "Intrepid"),  and Net Master Consultants, Inc. a Texas
Corporation,  (hereafter  "Intrepid-Client"),  and  Karl  E.  Rodriguez,  Exim
International,  Inc.'s  General  Counsel,  and  dated  January  1,  1999.  In
consideration  of  the  mutual  promises  contained herein, and on the terms and
conditions  herein  set  forth,  the  parties  agree  as  follows:

     A.  SUMMARY.

     Net  Master  Consultants, Inc. has employed Intrepid International, Ltd. to
perform  certain  financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full  written disclosure, and to define special character of both the ostensible
and  actual  relationships  between  the  parties.

     Karl  E.  Rodriguez is actually General Counsel of Exim International, Inc.

     Karl E. Rodriguez will be authorized by this agreement to act as ostensible
Special  Transactional  Counsel  for  Net  Master  Consultants,  Inc..


     A.  RECITALS

     1.  INTREPID  RETAINER  AGREEMENT.     Intrepid  International,  Ltd. is or
will  be  hereby  retained  as  financial  services  consultants  for  the
Intrepid-Client,  pursuant  to  that  certain  Financial  Services  Consulting
Agreement  of even date herewith. Among the services contemplated to be provided
by  that  Agreement  are  the services of Karl E. Rodriguez, attorney at law, as
Special  Transactional  Counsel  for  the  Intrepid-Client.

     2.  EXIM INTERNATIONAL, INC., is a financial consulting firm, not a broker,
dealer  or  registered  investment  advisor,  a principal consultant to Intrepid
International,  Ltd.

     3.  EXIM  GENERAL  COUNSEL.  Karl E. Rodriguez, attorney at law, is General
Counsel  to  Intrepid's Consultant, Exim International, Inc., first and foremost
and  always,  and  this paramount status and relationship has been and is hereby
fully  disclosed,  in connection with the Intrepid-Client's consideration of the
potential  services  of  Karl  E.  Rodriguez  as  Special  Counsel  with Limited
Authority,  in  connection  with,  and  only  in  connection  with  the services
requested  and  agreed  to  between  Intrepid  and  the  Intrepid-Client.
                                       47
<PAGE>

     4.  DEFINITION OF ASPECIAL COUNSEL WITH LIMITED AUTHORITY@. As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently  and  without  exception: Exim General Counsel Karl E. Rodriguez is
authorized,  where  appropriate  to  employ the designation "Special Counsel" or
"Special Transactional Counsel" for the Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested by the
Intrepid-Client  to  be performed by Intrepid pursuant to the Financial Services
Consulting  Agreement  of  even  date  herewith.  Exim  General Counsel, Karl E.
Rodriguez  as  between  such  Counsel  and  the  Intrepid-Client,  is  not
Intrepid-Client's  Counsel,  nor counsel to the Intrepid-Client generally, or in
any  other  manner  than  specified in this definition. Special Counsel will not
take  action which is not authorized by the Intrepid-Client nor represent to any
person  any  general  authority  to speak for or bind the Intrepid-Client in any
manner."

     5.  INTREPID-CLIENT'S  RIGHT  TO  DECLINE  THE  RELATIONSHIP.  The
Intrepid-Client  has  been  informed,  and  is  informed  hereby,  that  the
Intrepid-Client  is  not  required to join in the special relationship disclosed
and  defined  herein.  Intrepid-Client  may employ or require its own counsel or
independent  counsel  for any and all purposes at its expense and in addition to
its  obligations  to  Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the Intrepid-Client as
to  any  matter  arising  from  its  relationship to Intrepid or Exim's Counsel.

     6.  MANAGEMENT'S  PREFERENCE.  It is the desire of sophisticated management
that  the  unnecessary  expense  of  cumulative  counsel  with respect to purely
technical  matters  is  not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and  that  no  conflict of interest exists or is likely to arise from the strict
and  precise  observance of that relationship as defined. Accordingly management
understands,  accepts  and  affirmatively  requests  such  an  arrangement.

     B.  SPECIAL  COUNSEL  AGREEMENT

     1.  SPECIAL  COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and  adopt  that  special technical relationship of Special Counsel with Limited
Authority  as defined hereinabove, for the sole and separate purpose of allowing
Intrepid  Counsel  to  perform  services appropriate to the services of Intrepid
requested  by  the  Intrepid-Client.

     2.  BILLINGS.  Special  Counsel  (Exim's  Counsel)  shall  invoice and bill
applicable  time  and  services  to Intrepid, separately with respect to matters
applicable  to  this  Intrepid-Client. Time shall be billable at $250.00/hr, and
such  incidental  secretarial services shall be billable at $85.00/hr, as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client  in  advance. Intrepid shall be responsible, as between Intrepid
and  its  counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between  Intrepid  and  the  Intrepid-Client,  the  Intrepid-Client  shall  be
responsible to Intrepid for the total of its own and Counsel's billings. Certain
special  minimum  fixed fees shall apply to Legal Opinions: (a) Opinions for the
Issuance  of  free  trading  stock, $2,500.00; Opinions to remove restriction on
issued  restricted  securities;  $2,000.00;  Opinions  to  issue  restricted
securities,  as  defined  in  Rule  144(a),  $1,000.00.
                                       48
<PAGE>

     3.  TERMINATION.     The terms of this agreement may be terminate by either
Intrepid-Client  or Special Counsel at any time upon written or other reasonable
notice  to  the  other.

     4.  MISCELLANEOUS  This  agreement  sets  forth  the  entire  agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws  of  the Intrepid-Client's place of Incorporation if that be Nevada or
Texas,  and  if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

                Intrepid  International,  Ltd.

                               by


           /s/                            /s/
___________________________     ___________________________
Kirt  W.  James,  President         Karl  E.  Rodriguez
                                     Attorney  at  Law


THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

     Net  Master  Consultants,  Inc.



Date:  1/1/99                   By:
                         ______/s/______
                          Dan  Sifford,
                             President
                                       49
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT F-1
                          AUDITED FINANCIAL STATEMENTS
                    FOR YEARS ENDING DECEMBER 31, 1999, 1998
--------------------------------------------------------------------------------
                           Netmaster Consultants, Inc.
                          (a development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>
<S>                                         <C>             <C>
                                                       December 31,
                                                     1999        1998
----------------------------------------------------------------------
ASSETS
Current Assets
Cash                                        $         705   $     705
Total Current Assets                                  705         705
Total Assets                                $         705   $     705
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilites
Accounts Payable                            $      66,662   $       0
Stockholders' Equity
Common Stock, authorized
100,000,000 shares of $.0001 par value,
issued and outstanding 3,167,800 and
3,167,800 shares respectively                         317         317
Additional Paid in Capital                        117,016     117,016
Deficit Accumulated During the
Development Stage                                (180,518)   (113,856)
Stock Subscriptions                                (2,772)     (2,772)
Total Stockholders' Equity                        (65,957)        705
Total Liabilities and Stockholders' Equity  $         705   $     705
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       50
<PAGE>

                           Netmaster Consultants, Inc.
                          (a development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
<S>                                   <C>                   <C>          <C>
                                                                        Comulative
                                                       For the Years       Total
                                                     Ended December 31,    Since
                                                     1999         1998   Inception
------------------------------------------------------------------------------------
Revenues:                             $                 0   $        0   $         0
Expenses:
General and Administrative                         66,662       33,798       113,856
Total Expenses                                     66,662       33,798       113,856
Net (Loss)                                        (66,662)     (33,798)     (113,856)
Net Loss Per Share                                ($0.020)     ($0.011)      ($0.004)
Weighted average shares outstanding             3,167,800    3,045,800    25,940,222
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       51
<PAGE>

                           Netmaster Consultants, Inc.
                          (a development Stage Company)
                       Statements of Stockholders' Equity
<TABLE>
<CAPTION>
<S>                                      <C>            <C>       <C>           <C>
                                                                                   Deficit
                                                                                Accumulated
                                                                  Additional     During the
                                              Common Stock         Paid In       Development
                                         Shares         Amount    Capital            Stage
---------------------------------------------------------------------------------------------
Inception at December 28, 1998                      0   $     0   $         0   $          0
Shares issued for services                 33,000,000     3,300        (3,267)             0
Net Loss for the years ended
December 31, 1998-1996                              0         0             0            (33)
Balances, December 31, 1996                33,000,000     3,300        (3,267)           (33)
Canceled 30,000,000 shares                (30,000,000)   (3,000)        3,000              0
Issued of stock at $5 per share
on June 17, 1997                               20,000         2        99,998              0
Net Loss for the year ended December
31, 1997                                            0         0             0        (80,025)
Balances, December 31, 1997                 3,020,000       302        99,731        (80,058)
Stock issued at $.10 for services
valued at $9,500                               95,000        10         9,490              0
Stock issued for subscription agreement        52,800         5         7,795              0
Net Loss for the year ended December
31, 1998                                            0         0             0        (33,798)
Balance, December 31, 1998                  3,167,800       317       117,016       (113,856)
Net Loss for the year ended December
31, 1999                                            0         0             0        (66,662)
Balances, December 31, 1999                 3,167,800   $   317   $   117,016      ($180,518)
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       52
<PAGE>

                           Netmaster Consultants, Inc.
                          (a development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
<S>                                  <C>                    <C>         <C>
                                                                          Comulative
                                                   For the Years Ended      Total
                                                      December 31,          Since
                                                     1999        1998     Inception
------------------------------------------------------------------------------------
Cash Flows from Operating
Activities
Net Loss                                         ($66,662)   ($33,798)    ($180,518)
Adjustments to reconcile                                0           0
Increase in accounts payable                       66,662           0        66,662
Net cash flows provided
(used) by operating activities                          0     (33,798)     (113,856)
Cash Flows from investment
Activities:                                             0           0             0
Cash Flows from Financing
Activities
Stock subscriptions received                            0       5,028         5,028
Stock issued for organization costs                     0           0            33
Issued common stock for cash                            0           0       100,000
Issued common stock for services                        0       9,500       114,561
Net cash flows provided
(Used) by financing activities                          0       9,500         9,500
Net increase (decrease) in cash                         0     (19,720)          705
Cash, beginning of year                               705      19,975             0
Cash, end of year                    $                705   $  19,975   $         0
SUPPLEMENTAL CASH FLOW
INFORMATION:
Cash Paid for:
Interest                             $                  0   $       0   $         0
Taxes                                $                  0   $       0   $         0
</TABLE>
The  accompanying  notes  are  an  integral  part  of these financial statements
                                       53
<PAGE>