--------------------------------------------------------------------------------
                                   Jill Clark
                                    PRESIDENT
                               Hometeach.com, Inc.
                              24843 Del Prado, #318
                              Dana Point, CA 92629
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                     34700 Pacific Coast Highway, Suite 303
                           Capistrano Beach, CA 92624
                                 (949) 248-9561
                               fax (949) 248-1688
--------------------------------------------------------------------------------

                                  FORM 10-K-SB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

             [X]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       December 31, 1999 to June 30, 2000

                        Commission File Number:  0-30470

                               HOMETEACH.COM, INC.

                      formerly, BBB-HUNTOR ASSOCIATES, INC.


Nevada                                                                91-2006973
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


PMB  318,  24843  Del  Prado  Dana  Point,  CA                             92629
(Address of principal executive offices)                              (Zip Code)


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


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

The  following  Securities  are registered pursuant to Section 12(g) of the Act:
13,547,750

Yes  [X]   No  [ ]  (Indicate by check mark whether the Registrant (1) has filed
all  report  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  06/30/00

     the  aggregate  number  of  shares held by non-affiliates was approximately
5,947,750  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
13,547,750

                        Exhibit Index is found on page 10

                                        1
<PAGE>

PART  I                                                                        3

Item  1.  Description  of  Business                                            3

Item  2.  Description  of  Property                                            4

Item  3.  Legal  Proceedings                                                   4

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

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               5

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        5
      (a)  Plan  of  Operation  for  the  next  twelve  months                 5
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          6

Item  7.  Financial  Statements                                                7

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                           7

Item  9.  Directors and Executive Officers, Promoters and Control Persons      8

Item  10.  Executive  Compensation                                             8

Item  11.  Security Ownership of Certain Beneficial Owners and Management      8

Item  12.  Certain  Relationships  and  Related  Transactions                  9

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   10
      (a)  Financial  Statements                                              10
      (b)  Form  8-K  Reports                                                 10
      (c)  Exhibits                                                           10

                                        2
<PAGE>

                                  INTRODUCTION

     This Corporation has advanced its fiscal year-end from December 31, 2000 to
June  30,  2000.  To  prevent  a lapse in our reporting, we filed a transitional
10-QSB, as a Quarterly Report and as an Interim Transitional Report. We now file
our  Transitional  Annual  Report  on  Form  10-K-SB.


                                     PART I

--------------------------------------------------------------------------------
                        ITEM 1.  DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------


(A)  HISTORICAL  INFORMATION. This Corporation ("the Registrant" and "we, us and
our")  was  duly incorporated in Nevada on or about July 2, 1990 for the purpose
of  engaging in any lawful business activity. The Registrant was re-incorporated
in  Nevada  without  change  of  management  or equity on September 28, 1999, to
re-activate it after a period of dormancy. We have one class of common stock and
no  other  class  or  classes of equity or debt securities. In 1990, we made our
original issuance of 10,000,000 founders shares of common stock for organization
services,  at  par  value,  to  eleven  founders.

(B)  THE  REORGANIZATION. By that certain Plan of Reorganization and Acquisition
dated  June  1,  2000,  this  corporation,  BBB-Huntor  Associates, Inc. ("BBB")
acquired HomeTeach.com, Inc. ("HTC") together with all it assets, businesses and
capital  stock,  as  a  wholly-owned  subsidiary  of BBB, for stock. Immediately
before  the  acquisition,  the Capital of BBB consisted of 100,000,000 shares of
common  voting  stock  of $.001 par value authorized, of which 10,000,000 shares
were  issued  and  outstanding;  and the Capital of HTC consisted of 100,000,000
shares  of common voting stock of $.001 par value authorized, of which 3,547,750
shares were issued and outstanding. We issued 3,547,750 shares, share for share,
in exchange for the existing shares of HTC; such that, immediately following the
acquisition, HTC was owned 100% by BBB, and BBB had 13,547,750 shares issued and
outstanding.  BBB then changed its name to HomeTeach.com, Inc., and the acquired
subsidiary  was  renamed  HomeTeach  Corporation. Kirt W. James, previously sole
director,  was  joined on our board of directors by Jill P. Clark, formerly sole
director of HTC. On or about August 5, 2000, Mr. James retired from the Board of
Directors,  leaving  Ms.  Clark  as  our  Sole  remaining  Officer/Director.

(C)  SUMMARY  OF  SIGNIFICANT  EVENTS  FOLLOWING  REORGANIZATIONS.  None.

(D)  THE  BUSINESS  OF  REGISTRANT  AND  ITS  SUBSIDIARIES.  HomeTeach.com, Inc.
("HTC")(now  renamed  HomeTeach  Corporation)  was  incorporated in the state of
Nevada  on  February  23,  2000. It operates an authorized, interactive Internet
access  for  parents  and  care-givers  who  are  home-schooling  children  from
kindergarten  through  high school. We are prepared to support home-schooling in
all  of  the  recognized  styles including, but not limited to: Charlotte Mason,
Un-schooling,  Christian-based,  Waldorf,  Montessori,  Unit  Studies,  Frugal
Home-schooling,  and  Home-schooling  children  with  special  needs.

     Through  our  web  site  (www.bizland.hometeach.com)(site  in development),
home-schoolers  will be able to receive advice, purchase supplies, receive state
supplied  materials  and  curriculum  and  chat  with  other  home-schoolers.
Subscribers  will  be able to go online to: order supplies from the leading art,
science,  book  and  software  companies  with  whom  HomeTeach.com,  Inc.  has
established  distributorship  agreements  to supply home-schoolers with the best
available  educational materials; order supplies which are provided at no charge
by  school  districts, educational material manufacturers and publishers and the
Federal  Government;  consult  with the experts. Home-schooling s most respected
proponents  are  available  to advise and inspire the home-school teacher. These
experts  have  home-schooled  their  children  (many  have  home-schooled  their
grandchildren)  and  have  also  provided  the  home-schooling  community  with
invaluable  information  and  guidance.

                                        3
<PAGE>

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

(F)  GOVERNMENT  REGULATION.  Our  web  site  is  authorized  by  the  states of
California  and  Texas  for  course  assignments  progress  testing  and  grade
advancement.  We  anticipate  becoming  accredited  in  all  50 states within 12
months.

(G)  COMPETITION.  With the growth of the internet, the field of hometeaching is
becoming  competitive  and  such  competition  may be expected to intensify over
time.

(H)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions.

(I)  EMPLOYEES.  We  have  one  officer  and  no  other  employees at this time.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     The  Registrant has no property and enjoys 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

                                        4
<PAGE>

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


(A)  MARKET INFORMATION. The Company, has one class of securities, Common Voting
Equity  Shares  ( Common Stock ). The Company's Securities are not quoted in the
over-the-counter  market,  or otherwise, and our securities have never traded in
brokerage  transactions

(B)  HOLDERS.  Management  calculates  that the approximate number of holders of
the  Company's  Common  Stock,  as  of  June  30,  2000,  was  25.

(C)  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.

(D)  SALES  OF UNREGISTERED COMMON STOCK TWELVE MONTHS. During the twelve months
preceding  this Transitional Annual report, no shares of unrestricted securities
were  sold  except  as  follows:

     By  that certain Plan of Reorganization and Acquisition dated June 1, 2000,
this  corporation,  BBB-Huntor  Associates, Inc. ("BBB") acquired HomeTeach.com,
Inc.  ("HTC")  together  with all its assets, businesses and capital stock, as a
wholly-owned  subsidiary  of BBB, for stock. Immediately before the acquisition,
the  Capital  of  BBB  consisted of 100,000,000 shares of common voting stock of
$.001  par  value  authorized,  of  which  10,000,000  shares  were  issued  and
outstanding;  and  the  Capital of HTC consisted of 100,000,000 shares of common
voting  stock  of  $.001  par  value  authorized, of which 3,547,750 shares were
issued and outstanding. We issued 3,547,750 shares, share for share, in exchange
for  the  existing  shares  of  HTC;  such  that,  immediately  following  the
acquisition, HTC was owned 100% by BBB, and BBB had 13,547,750 shares issued and
outstanding.  BBB then changed its name to HomeTeach.com, Inc., and the acquired
subsidiary  was  renamed  HomeTeach  Corporation. Kirt W. James, previously sole
director,  was  joined on our board of directors by Jill P. Clark, formerly sole
director  of  HTC.

     There are no options, warrants, or instruments convertible to common stock.
No  commissions  or  underwriting  was  involved  in  our  acquisition.


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


 (A)  PLAN  OF  OPERATION  FOR  THE  NEXT  TWELVE  MONTHS.

      (1)  CASH  REQUIREMENTS  AND  OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
Our  business is not a cash intensive venture. We have minimally sufficient cash
and  liquid  assets  to  deal  with our present development stage, consisting of
completing  this  1934  Act  Registration  and seeking quotation on the NQB Pink
Sheets  or  the  OTCBB.  We  do not have enough funding to see us through twelve
months  of  operation,  unless  revenues  climb  rapidly  after  our  launch  of
operations. There is no guaranty that revenues will rise to meet expenses during
the first twelve months of operation. While it is true that our expenses are not
excessive,  launching  any  business  must  provide  for  numerous  unforeseen
contingencies.  Initially,  our  Sole  Officer/Director  will  service  clients

                                        5
<PAGE>

herself.  There  is  a  limit  to  the number of clients that any one person can
service.  Success  therefore  brings  added  risk. At some point we will need to
expand  the number of our employees. At the point of such success as may justify
expansion, increased investment and expenses may rise faster than revenues, such
that  our  successful  expansion may involve interim losses, even after we might
have  achieved  profitability  at  our  former  level  of  operations.

     While  it is difficult to foresee accurately the amount of funding that may
be  required  after  the  next  twelve  months, we do not anticipate any further
capital  formation  before  July  1,  2001.  We  may resort to conventional loan
financing  should  any  short-fall  occur.  We  do  not  expect  our officers or
shareholders  to  contribute  further  or  make  loans  to us in the next twelve
months.  Any debt we may be advised or required to incur will require commercial
lending  at  arms  length.

     It  is  clear that the risk of business failure attends the start-up of any
business.  Even  though we are not a cash intensive venture, anticipating modest
operational  expenses,  we  have  no assurance that clients will enroll, or that
revenues  will  rise  to  meet  even  modest  expenses,  or  that unforeseen but
forseeable  short-term  needs  might  not be met. We may seek debt financing and
fail  to  secure  it.  We  are not in a position to conduct further offerings of
equity  at  this  time.  Should  any  of these or other unforeseen contingencies
arise,  we  may  fail to launch full-scale operations, and even after launch, we
may  not  be  able  to  continue  as  a  going  concern.

      (2)  SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

      (3)  EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. We will
have  to  acquire  some computer equipment of our own, in the near future. These
requirements  should  not  exceed  $10,000.

      (4)  EXPECTED  SIGNIFICANT  CHANGE  IN THE NUMBER OF EMPLOYEES. We have no
expectation  for  any  change  in  the  number  of employees, in the next twelve
months.



 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     (A)  We  first  summarize  our  balance  sheet  as  follows:

<TABLE>
<CAPTION>
<S>                     <C>      <C>
Balance Sheet June 30.     2000   1999
--------------------------------------
Cash (1) . . . . . . .  $62,750  $   0
Prepaid Expenses  (2).   18,996      0
Total Assets . . . . .   81,746      0
Total Liabilities. . .        0      0
======================================
</TABLE>


          (1)  We  have  recorded  no  revenues  to  date. Our cash results from
investment  capital.

          (2)  Our  prepaid  expenses consist of advance retainers for legal and
professional  services.


     (B)  We  next  summarize  or  Operations  as  follows:

                                        6
<PAGE>

<TABLE>
<CAPTION>
<S>                       <C>              <C>           <C>
                                                         Cumulative
                                                       From Inception
                                        Years Ended      July 2, 1990
                                    2000           1999
--------------------------------------------------------------------
Revenues . . . . . . . .               0              0           0
--------------------------------------------------------------------
Expenses General . . . .          14,148              0      14,148
--------------------------------------------------------------------
Amortization . . . . . .               0              0      10,000
--------------------------------------------------------------------
Net (Loss) . . . . . . .         (14,148)             0     (24,148)
--------------------------------------------------------------------
Net (Loss) per share . .          (0.001)             0      (0.002)
--------------------------------------------------------------------
Average Shares Weighted.      10,591,292      10,000,000  10,029,565
--------------------------------------------------------------------
</TABLE>


     Since  inception,  July  2,  1999,  we have incurred legal and professional
expenses  of $14,148 (in 2000), and amortized organizational expenses of $10,000
in  prior  years.


                         ITEM 7.  FINANCIAL STATEMENTS.

     Please see the Exhibit Index found on page 10 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

                                        7
<PAGE>

                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     Jill  P.  Clark,  our  Sole Officer/Director, has been the president of our
acquired subsidiary since its inception. She is a native of Southern California.
She  attended  Steven's  College  in  Columbia, Missouri, where she received her
Bachelor  of  Business  Administration.  She  also  attended  the  University of
California  at  Irvine  where  she earned a degree in Education and a California
Teaching  Certificate  with  honors.  In  1984,  Ms.  Clark  earned her Series 7
Securities  License  and  from  1984  to 1988, served as a financial planner for
Titan Capital Corporation. From 1989 to 1998, she served as an elementary school
teacher for Capistrano Unified School District and the Saddleback Unified School
District,  both  in  Orange County, California. Since 1998 she has been involved
full-time  as  a  homeschooler  for  her  seven  year  old  son.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     No  plan  of  executive  compensation  has  been  adopted  or  is  under
consideration  at  this  time.  Our  Sole Officer/Director has been issued 2,500
shares.


    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. More than one person, entity or group
could  be  beneficially  interested in the same securities, so that the total of
all  percentages  may  accordingly  exceed  one  hundred  percent of some or any
classes.  Please  refer  to  explanatory  notes  if  any,  for  clarification or
additional  information.  The  Registrant  has  only  one class of stock; namely
Common  Stock.

 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of 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.  More  than  one  person, entity or group could be
beneficially  interested  in  the  same  securities,  so  that  the total of all
percentages  may  accordingly exceed one hundred percent of some or any classes.
Please  refer  to  explanatory  notes  if  any,  for clarification or additional
information.

<TABLE>
<CAPTION>
<S>                                     <C>         <C>
 Name and Address of Beneficial Owner.    Share         %
                                        Ownership
-----------------------------------------------------------
Jill P. Clark  Sole Officer/Director .   2,500,000    18.45
25231 Sea Vista Drive
Dana Point CA 92629
-----------------------------------------------------------
Officers and Directors as a Group. . .   2,500,000    18.45
-----------------------------------------------------------
HJS Financial Services, Inc. (1) . . .   5,100,000    37.64
PMB 318
24843 Del Prado
Dana Point, CA 92629
-----------------------------------------------------------
Total Shares Issued and Outstanding. .  13,547,750   100.00
-----------------------------------------------------------
</TABLE>

                                        8
<PAGE>

(1)  Mr.  Kirt  W. James is President of HJS Financial Services, Inc. and is its
100%  owner.  Accordingly, the actual shares owned by HJS is shown as attributed
to  Mr. James. Mr. James and HJS have identified themselves as promoters of this
Issuer  before  acquisition of its current business. Accordingly these 5,100,000
shares  are  not  deemed  entitled  to  resale  in  reliance  on Rule 144. These
5,100,000  shares  may  not  be  resold  in  brokerage  transactions  without
registration  or  an  exemption available at the time of any proposed sale. This
restriction  applies  to  transferees  of  these  5,100,000  shares.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.


   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.


             The Remainder of this Page is Intentionally left Blank

                                        9
<PAGE>

                                  EXHIBIT INDEX

                       FINANCIAL STATEMENTS AND DOCUMENTS
               FURNISHED AS A PART OF THIS REGISTRATION STATEMENT

     Each  Exhibit  is  filed  under  an  Exhibit Cover-page, and indexed by the
Exhibit  Number,  Description,  and  sequential  page  number  of  this  Report.



Exhibit                                                                    Page
   #      Table  Category  /  Description  of  Exhibit                    Number
--------------------------------------------------------------------------------
 [2] PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
--------------------------------------------------------------------------------
     2.1      Plan of Reorganization and Acquisition                          13
--------------------------------------------------------------------------------
                   [3]   ARTICLES OF INCORPORATION AND BY-LAWS
--------------------------------------------------------------------------------
     3.1      Articles of Incorporation: Nevada re-Incorporation.             18
     3.2      Articles of Incorporation: Nevada Incorporation.                21
     3.2      By-Laws                                                         26
     3.4      Articles of Incorporation: Subsidiary                           36
     3.5      Name Change: Parent                                             39
     3.6      Name Change: Subsidiary                                         41
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
F-1 Audited Financial Statements for the years ended June 30, 1999 and 1998   43
--------------------------------------------------------------------------------

                                       10
<PAGE>

                                   SIGNATURES


                               HOMETEACH.COM, INC.

                      formerly, BBB-HUNTOR ASSOCIATES, INC.
Dated:  September  27,  2000
                                        by
                               /s/Jill P. Clark
                                  Jill P. Clark
                              sole officer/director

                                       11
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 2.1

                     PLAN OF REORGANIZATION AND ACQUISITION
--------------------------------------------------------------------------------

                                       12
<PAGE>

                     PLAN OF REORGANIZATION AND ACQUISITION
                                    BY WHICH
                           BBB-HUNTOR ASSOCIATES, INC.
                             (A NEVADA CORPORATION)
                                  SHALL ACQUIRE
                               HOMETEACH.COM, INC.
                             (A NEVADA CORPORATION)

     THIS  PLAN  OF REORGANIZATION AND ACQUISITION is made and dated this day of
June  1, 2000 by and between the above referenced corporations, and shall become
effective  on  the  Effective  Date  as  defined  herein.



                           I.  THE INTERESTED PARTIES

     A.  THE  PARTIES  TO  THIS  PLAN

     1.  BBB-HUNTOR  ASSOCIATES,  INC.  (  BBB  ), PMB 318, 24843 Del Prado Dana
Point,  CA  92629.

     2.  HOMETEACH.COM,  INC.  ( HTC ), 25611 Quail Run, Suite 35, Dana Point CA
92629.


                                  II.  RECITALS

     A.  THE  CAPITAL  OF  THE  PARTIES:

     1.  THE  CAPITAL  OF  BBB  consists  of 100,000,000 shares of common voting
stock  of  $.001 par value authorized, of which 10,000,000 shares are issued and
outstanding.

     2.  THE  CAPITAL  OF  HTC  consists  of 100,000,000 shares of common voting
stock  of  $.001  par value authorized, of which 3,547,750 shares are issued and
outstanding.

     B.  THE  BACKGROUND FOR THE ACQUISITION: BBB desires to acquire HTC and the
shareholders  of  HTC  wish  to  be  acquired  by  BBB.

     C.  THE  BOARDS  OF  DIRECTORS  of  both  Corporations  respectively  have
determined  that  it  is advisable and in the best interests of each of them and
both  of  them  to  proceed  with  the acquisition by the Nevada Corporation, in
accordance  with  IRS   368  (B)  and  (C).

     D.  THE  SHAREHOLDERS  OF  BBB,  having  approved  the  acquisition,  this
agreement  was approved and adopted by the Board of Directors of BBB in a manner
consistent  with  the  laws  of  its  Jurisdiction  its  constituent  documents.

     E.  THE  SHAREHOLDERS  OF  HTC,  having  approved  the  acquisition,  this
agreement  was approved and adopted by the Board of Directors of HTC in a manner
consistent  with  the  laws  of  its  Jurisdiction  its  constituent  documents.

                                       13
<PAGE>

                            III.  PLAN OF ACQUISITION

     A.  REORGANIZATION  AND  ACQUISITION:  BBB-Huntor  Associates,  Inc.  and
HomeTeach.com,  Inc.  are  hereby  reorganized, such that BBB shall acquire HTC,
together  with all it assets, businesses and capital stock, and HTC shall become
a  wholly-owned  subsidiary  of  BBB.

     B.  EFFECTIVE  DATE:  This  Plan  of  Reorganization  and Acquisition shall
become  effective  immediately upon approval and adoption by the parties hereto,
in the manner provided by the law of the places of incorporation and constituent
corporate  documents,  and  the  time  of such effectiveness shall be called the
effective  date  hereof.

     C.  SURVIVING  CORPORATION:  The  both  corporations  shall  survive  the
Reorganization herein contemplated and shall continue to be governed by the laws
of  its  respective  State  of  Incorporation.

     Rights  of  Dissenting  Shareholders:  BBB-Huntor  Associates,  Inc. is the
entity  responsible  for  the  rights  of  dissenting  shareholders.

     a.  Service  of  Process:  BBB-Huntor  Associates, Inc.  may be served with
process  in  Nevada  in  any  proceeding  for the enforcement of the rights of a
dissenting  shareholder,  if  any,  pursuant  to any extent required by the laws
thereof. The President of  corporation hereby irrevocably appoints the Secretary
of  State  of  Nevada  as  agent  to  accept  service  of process for the Nevada
corporation  with  respect  to any such proceeding to the extent required by the
laws  thereof.

     b.     Agent  for Mailing Process: corporation hereby further complies with
the  laws  of  Delaware  by designating a person to whom process served upon the
Secretary  of  that  State may be forwarded and mailed: William Stocker, Special
Counsel,  34700  Pacific  Coast  Highway,  Suite 303, Capistrano Beach CA 92624.

     D.  SURVIVING  ARTICLES  OF INCORPORATION: the Articles of Incorporation of
each  Corporation  shall  remain  in  full  force  and  effect,  unchanged.

     E.  SURVIVING BY-LAWS: the By-Laws of each Corporation shall remain in full
force  and  effect,  unchanged.

     F.  CONVERSION  OF  OUTSTANDING  STOCK:  Forthwith  upon the effective date
hereof, BBB-Huntor Associates, Inc. shall issue 3,547,750. new investment shares
of  its common stock to or for the shareholders of HomeTeach.com, Inc.; and each
and  every  share  of  HTC  shall  be  converted  into  one  share  of  BBB.

                                       14
<PAGE>

     G.  CHANGE  OF  CORPORATE  NAMES: Forthwith upon the effective date hereof,
BBB-Huntor  Associates,  Inc.  shall change its name to HomeTeach.com, Inc.; and
the  former  HomeTeach.com, Inc. shall change its name to HomeTeach Corporation.

     H.  FURTHER  ASSURANCE,  GOOD FAITH AND FAIR DEALING: the Directors of each
Company  shall  and  will  execute  and deliver any and all necessary documents,
acknowledgments  and  assurances  and  to  do  all  things  proper to confirm or
acknowledge  any  and  all  rights,  titles  and  interests created or confirmed
herein;  and  both  companies covenant hereby to deal fairly and good faith with
each  other  and  each  others  shareholders.

     I.  GENERAL  MUTUAL REPRESENTATIONS AND WARRANTIES. The purpose and general
import  of  the  Mutual  Representations and Warranties, are that each party has
made appropriate full disclosure to the others, that no material information has
been withheld, and that the information exchanged is accurate, true and correct.

     1.  ORGANIZATION  AND  QUALIFICATION.  Each  Corporation  warrants  and
represents that it is duly organized and in good standing, and is duly qualified
to  conduct  any  business  it  may  be  conducting, as required by law or local
ordinance.

     2.  CORPORATE  AUTHORITY.  Each Corporation warrants and represents that it
has  Corporate Authority, under the laws of its jurisdiction and its constituent
documents,  to  do each and every element of performance to which it has agreed,
and  which  is  reasonably  necessary, appropriate and lawful, to carry out this
Agreement  in  good  faith.

     3.  OWNERSHIP  OF  ASSETS  AND  PROPERTY.  Each  Corporation  warrants  and
represents that it is has lawful title and ownership of its property as reported
to  the  other,  and  as  disclosed  in  its  financial  statements.

     4.  ABSENCE  OF  CERTAIN  CHANGES  OR EVENTS. Each Corporation warrants and
represents  that  there are no material changes of circumstances or events which
have  not  been fully disclosed to the other party, and which, if different than
previously  disclosed in writing, have been disclosed in writing as currently as
is  reasonably  practicable.

     5.  ABSENCE  OF  UNDISCLOSED  LIABILITIES.  Each  Corporation  warrants and
represents specifically that it has, and has no reason to anticipate having, any
material  liabilities  which  have  not  been  disclosed  to  the  other, in the
financial  statements  or  otherwise  in  writing.

                                       15
<PAGE>

     6.  LEGAL  PROCEEDINGS. Each Corporation warrants and represents that there
are  no  legal  proceedings, administrative or regulatory proceeding, pending or
suspected,  which  have  not  been  fully  disclosed  in  writing  to the other.

     7.  NO BREACH OF OTHER AGREEMENTS. Each Corporation warrants and represents
that  this  Agreement,  and the faithful performance of this agreement, will not
cause  any  breach  of  any  other  existing agreement, or any covenant, consent
decree,  or  undertaking  by  either,  not  disclosed  to  the  other.

     8.  CAPITAL STOCK. Each Company warrants and represents that the issued and
outstanding  shares  and  all  shares  capital  stock of such corporation, is as
detailed  herein,  that all such shares are in fact issued and outstanding, duly
and validly issued, were issued as and are fully paid and non-assessable shares,
and  that,  other than as represented in writing, there are no other securities,
options,  warrants  or  rights  outstanding,  to  acquire further shares of such
Corporation.

     9.  BROKERS'  OR  FINDER'S  FEES.  Each Corporation warrants and represents
that  is  aware  of  no  claims  for  brokers'  fees, or finders' fees, or other
commissions  or  fees,  by  any  person  not disclosed to the other, which would
become,  if  valid,  an  obligation  of  either  company.

     J.  MISCELLANEOUS  PROVISIONS

 1. Except as required by law, no party shall provide any information concerning
the  Subject  Property  or  any  aspect of the transactions contemplated by this
Agreement  to  anyone  other  than  their  respective  officers,  employees  and
representatives  without  the prior written consent of the other parties hereto.
The  aforesaid  obligations  shall  terminate on the earlier to occur of (a) the
Closing,  or  (b)  the date by which any party is required under its articles or
by-laws  or  as  required  by  law,  to  provide  specific  disclosure  of  such
transactions  to its shareholders, governmental agencies or other third parties.
In  the  event  that  the transaction does not close, each party will return all
confidential  information  furnished  in  confidence  to  the  other.

 2.  This  Agreement  may  be executed simultaneously in two or more counterpart
originals.  The  parties  can  and may rely upon facsimile signatures as binding
under  this Agreement, however, the parties agree to forward original signatures
to  the other parties as soon as practicable after the facsimile signatures have
been  delivered.

 3.  The  Parties  to this agreement have no wish to engage in costly or lengthy
litigation  with each other. Accordingly, any and all disputes which the parties
cannot  resolve  by  agreement  or  mediation,  shall  be  submitted  to binding
arbitration  under  the  rules  and  auspices  of  the  American  Arbitration
Association. As a further incentive to avoid disputes, each party shall bear its
own  costs,  with  respect  thereto,  and with respect to any proceedings in any

                                       16
<PAGE>

court  brought  to  enforce or overturn any arbitration award. This provision is
expressly intended to discourage litigation and to encourage orderly, timely and
economical  resolution  of  any  disputes  which  may  occur.

 4.  If any provision of this Letter Agreement or the application thereof to any
person or situation shall be held invalid or unenforceable, the remainder of the
Agreement  and  the application of such provision to other persons or situations
shall  not  be  effected thereby but shall continue valid and enforceable to the
fullest  extent  permitted  by  law.

 5.  No  waiver  by  any  party  of  any occurrence or provision hereof shall be
deemed  a  waiver  of  any  other  occurrence  or  provision.

 6.  The parties acknowledge that both they and their counsel have been provided
ample  opportunity  to review and revise this agreement and that the normal rule
of  construction shall not be applied to cause the resolution of any ambiguities
against  any  party  presumptively.  The  Agreement  shall  be  governed  by and
construed  in  accordance  with  the  laws  of  the  State  of  Nevada.

     THIS  PLAN  OF  REORGANIZATION  AND  MERGER  is  executed on behalf of each
Company by its duly authorized representatives, and attested to, pursuant to the
laws  of  its  respective  place  of  incorporation  and  in accordance with its
constituent  documents.

BBB-HUNTOR  ASSOCIATES,  INC.                 HOMETEACH.COM,  INC.
(A  NEVADA  CORPORATION)                      (A  NEVADA  CORPORATION)

by                                            by

/s/Kirt  W.  James                            /s/Jill  P.  Clark
   Kirt  W.  James                               Jill  P.  Clark
   President                                     President


/s/Kirt  W.  James                            /s/Jill  P.  Clark
   Kirt  W.  James                               Jill  P.  Clark
   Secretary                                     Secretary

                                       17
<PAGE>

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

                ARTICLES OF INCORPORATION: NEVADA RE-INCORPORATION
--------------------------------------------------------------------------------

                                       18
<PAGE>

                            ARTICLES OF INCORPORATION
                                       OF
                           BBB-HUNTOR ASSOCIATES, INC.


     ARTICLE  I.  The  name  of  the  Corporation is BBB-HUNTOR ASSOCIATES, INC.

     ARTICLE  II.  Its principal office in the State of Nevada is 774 Mays Blvd.
#10,  Incline  Village  NV  89452.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of America.  The period of existence of the
corporation  shall  be  perpetual.

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

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

     ARTICLE  VI. The name and address of the Incorporator of the corporation is
William  Stocker,  Attorney  at  Law,  34700  Pacific  Coast Highway, Suite 303,
Capistrano  Beach  CA  92624,  phone  (949)  248-9561,  fax  (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than  one  (1)  nor  more  than  (7)  persons.

     ARTICLE VII. The name and address of the Incorporator of the corporation is
William  Stocker,  Attorney  at  Law,  34700  Pacific  Coast Highway, Suite 303,
Capistrano  Beach  CA  92624,  phone  (949)  248-9561,  fax  (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than  one  (1)  nor  more  than  seven  (7) persons. The Initial Director of the
corporation,  whose  name  and  address  is  Kirt  W. James, 34700 Pacific Coast
Highway,  Suite #303, Capistrano Beach CA 92624, to serve until the next regular
meeting  of  shareholders  or  until  their  successors  are  elected.

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

                                       19
<PAGE>

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

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

September  22,  1999.

                               /s/William Stocker
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       20
<PAGE>

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

                   ARTICLES OF AMENDMENT: NEVADA INCORPORATION
--------------------------------------------------------------------------------

                                       21
<PAGE>

                            ARTICLES OF INCORPORATION
                                       OF
                           BBB-HUNTOR ASSOCIATES, INC.


     First:     The  name  of  the  corporation  is: BBB-Huntor Associates, Inc.

     Second:     Its  principal  place in the State of Nevada is located at 1000
East William Street, Suite 100, Carson City, Nevada 89701, that this corporation
may  maintain  an  office, or offices, in such other place within or without the
State  of  Nevada  as  may  be  from  time  to  time  designated by the Board of
Directors,  or by the By-Laws of said corporation, and that this Corporation may
conduct all Corporation business of every kind and nature, including the holding
of  all  meetings  of Directors and Stockholders, outside the State of Nevada as
well  as  within  the  State  of  Nevada.

     Third:     The  objects for which this Corporation is formed are: To engage
in  any  lawful  activity,  including,  but  not  limited  to  the  following:

     (A)     Shall  have  such rights, privileges and powers as may be conferred
upon  corporations  by  any  existing  law.

     (B)     May  at  any time exercise such rights, privileges and powers, when
not  inconsistent  with  the  purposes and objects for which this corporation is
organized.

     (C)     Shall  have  power to have succession by its corporate name for the
period  limited  in  its  certificate  or articles of incorporation, and when no
period  is  limited,  perpetually,  or  until dissolved and its affairs wound up
according  to  law.

     (D)     Shall  have power to sue and be sued in any court of law or equity.

     (E)     Shall  have  power  to  make  contracts.

     (F)     Shall  have  power  to  hold, purchase and convey real and personal
estate  and  to  mortgage  or  lease  any such real and personal estate with its
franchises.  The  power to hold real and personal estate shall include the power
to  take  the  same by devise or bequest in the State of Nevada, or in any other
state,  territory  or  country.

     (G)     Shall have power to appoint such officers and agents as the affairs
of  the  corporation  shall  require,  and  to allow them suitable compensation.

     (H)     Shall  have  power  to  make  by-laws  not  inconsistent  with  the
constitution  or  laws  of the United States, or of the State of Nevada, for the
management,  regulation and government of its affairs and property, the transfer
of  its  stock, the transactions of its business, and the calling and holding of
meetings  of  its  stockholders.

     (I)     Shall  have power to wind up and dissolve itself, or be wound up or
dissolved.

     (J)     Shall have power to adopt and use a common seal or stamp, and alter
the  same  at  pleasure.  The  use  of a seal or stamp by the corporation on any
corporate  documents  is not necessary. The corporation may use a seal or stamp,
if  its desires, but such use or nonuse shall not in any way affect the legality
of  the  document.

     (K)     Shall  have power to borrow money and contract debts when necessary
for  the  transaction  of  its  business,  or  for the exercise of its corporate

                                       22
<PAGE>

rights,  privileges  or  franchises,  or  for  any  other  lawful purpose of its
incorporation;  to issue bonds, promissory notes, bills of exchange, debentures,
and other obligations and evidences of indebtedness, payable at a specified time
or  times, or payable upon the happening of a specified event or events, whether
secured  by  mortgage, pledge or otherwise, or unsecured, for money borrowed, or
in  payment for property purchased, or acquired, or for any other lawful object.

     (L)     Shall  have  power  to  guarantee,  purchase,  hold,  sell, assign,
transfer,  mortgage,  pledge  or  otherwise dispose of the shares of the capital
stock  of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or  government,  and, while owners of such stock, bonds, securities or evidences
of  indebtedness,  to  exercise  all rights, powers and privileges of ownership,
including  the  right  to  vote,  if  any.

     (M)     Shall have power to purchase, hold, sell and transfer shares of its
own  capital  stock,  and use therefor its capital, capital surplus, surplus, or
other  property  or  fund.

     (N)     Shall have power to conduct business, have one or more offices, and
hold,  purchase,  mortgage and convey real and personal property in the State of
Nevada,  and  in  any  of  the  several  states,  territories,  possessions  and
dependencies  of  the  United  States, the District of Columbia, and any foreign
countries.

     (O)     Shall  have power to do all and everything necessary and proper for
the  accomplishment  of the objects enumerated in its certificate or articles of
incorporation,  or  any  amendment  thereof,  or  necessary or incidental to the
protection  and  benefit  of  the  corporation, and, in general, to carry on any
lawful  business necessary or incidental to the attainment of the objects of the
corporation,  whether  or  not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any  amendment  thereof.

     (P)     Shall  have  power  to make donations for the public welfare or for
charitable,  scientific  or  educational  purposes.

     (Q)     Shall have power to enter into partnerships, general or limited, or
joint  ventures,  in  connection  with  any  lawful  activities.

     Fourth:     That  the  total  number of voting common stock authorized that
may  be  issued  by  the  Corporation  is  Two  Million  Five  Hundred  Thousand
(2,500,000) shares of stock with $.01 nominal or par value and no other class of
stock  shall  be  authorized. Said shares with $.01 nominal or part value may be
issued  by  the  corporation  from time to time for such consideration as may be
fixed  from  time  to  time  by  the  Board  of  Directors.

     Fifth:     The  governing  board  of  this  corporation  shall  be known as
directors,  and  the  number  of directors may from time to time be increased or
decreased  in  such  manner  as  shall  be  provided  by  the  By-Laws  of  this
Corporation, providing that the number of directors shall not be reduced by less
than  one  (1).

     The  name  and post office address of the first Board of Directors shall be
one  (1)  number  and  listed  as  follows:

     NAME                                            POST  OFFICE  ADDRESS
Lewis  E.  Laughlin                     1000  East  William  Street,  Suite  100
                                        Carson  City,  Nevada  89701

                                       23
<PAGE>

     Sixth:     The capital stock, after the amount of the subscription price or
par value, has been paid in, shall not be subject to assessment to pay the debts
of  the  incorporation.

     Seventh:     The  name  and post office address of the Incorporator signing
the  Articles  of  Incorporation  is  as  follows:

     NAME                                            POST  OFFICE  ADDRESS
Lewis  E.  Laughlin                     1000  East  William  Street,  Suite  100
                                        Carson  City,  Nevada  89701

     Eighth:     The  resident  agent  for  this  corporation  shall  be:

                            LAUGHLIN ASSOCIATES, INC.

The  address  of  said  agent,  and,  the principal or statutory address of this
corporation  in  the  State  of  Nevada,  shall  be:

                       1000 East William Street, Suite 100
                            Carson City, Nevada 89701

     Ninth:     The  corporation  is  to  have  perpetual  existence.

     Tenth:     In  furtherance and not in limitation of the powers conferred by
statute,  the  Board  of  Directors  is  expressly  authorized:

     Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or  amend  the  By-Laws  of  the  Corporation.

     To  fix  the  amount  to  be reserved as working capital over and above its
capital  stock  paid,  in;  to authorize and cause to be executed, mortgages and
liens  upon  the  real  and  personal  property  of  this  Corporation.

     By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the  Corporation,  which,  to  the  extent provided in the resolution, or in the
By-Laws  of the Corporation, shall have and may exercise the powers of the Board
of  Directors  in the management of the business and affairs of the Corporation.
Such  committee, or committees, shall have such name, or names, as may be stated
in  the By-Laws of the Corporation, or as may be determined from time to time by
resolution  adopted  by  the  Board  of  Directors.

     When  and as authorized by the affirmative vote of the Stockholders holding
stock  entitling  them to exercise at least a majority of the voting power given
at  a  Stockholders  meeting  called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and  outstanding,  the  Board of Directors shall have power and authority at any
meeting  to  sell,  lease  or  exchange  all  of  the property and assets of the
Corporation,  including  its  goodwill  and  its corporate franchises, upon such
terms  and conditions as its board of Directors deems expedient and for the best
interests  of  the  Corporation.

1     Eleventh:     No  shareholder  shall  be  entitled as a matter of right to
subscribe  for  or  receive  additional  shares  of  any  class  of stock of the
Corporation,  whether  now  or hereafter authorized, or any bonds, debentures or
securities  convertible into stock, but such additional shares of stock or other

                                       24
<PAGE>

securities  convertible  into stock may be issued or disposed of by the Board of
Directors  to  such persons and on such terms as in its discretion it shall deem
advisable.

     Twelfth:     No  director or officer of the Corporation shall be personally
liable  to  the Corporation or any of its stockholders for damages for breach of
fiduciary  duty  as  a  director or officer involving any act or omission of any
such  director or officer; provided, however, that the foregoing provision shall
not  eliminate  or limit the liability of a director of officers (i) for acts or
omissions  which  involve  intentional misconduct, fraud or knowing violation of
law,  or  (ii)  the  payment  of dividends in violation of Section 78.300 of the
Nevada  Revised  Statutes.  Any  repeal  or  modification of this Article by the
stockholders  of  the  Corporation  shall  be  prospective  only,  and shall not
adversely  affect  any  limitation  on  the  personal liability of a director or
officer  of  the  Corporation  for  acts  or  omissions  prior to such repeal or
modification.

     Thirteenth:     This Corporation reserves the right to amend, alter, change
or  repeal  any  provision  contained  in  the Articles of Incorporation, in the
manner  now  or  hereafter  prescribed  by  statute,  or  by  the  Articles  of
Incorporation,  and  all  rights  conferred upon Stockholders herein are granted
subject  to  this  reservation.

     I,  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore named for the
purpose  of forming a Corporation pursuant to the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, accordingly here
hereunto  set  my  hand  this  7th  day  of  June,  1990.



                              /s/Lewis E. Laughlin
                                Lewis E. Laughlin


STATE  OF  NEVADA     )
                    )  SS:
CARSON  CITY          )

On  this  7th  day  of  June,  1990,  in  Carson  City,  Nevada,  before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:

                                Lewis E. Laughlin

Known  to me to be the person whose name is subscribed to the foregoing document
and  acknowledged  to  me  that  he  executed  the  same.


                                /s/Loree A Ratto
     Notary  Public     Lorree  A.  Ratto
     Notary  Public  -  Nevada
     Carson  City
     My  Appt.  Expires  Oct.  26,  1992

I,  Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named  corporation.


6-7-90       /s/Sandra  Webb
Date            Sandra  Webb,  Sales/Service  Advisor

                                       25
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 3.3

                                     BY-LAWS
--------------------------------------------------------------------------------

                                       26
<PAGE>

                                     BY-LAWS
                                       OF
                           BBB-HUNTOR ASSOCIATES, INC.
                              A NEVADA CORPORATION


                                    ARTICLE I
                                CORPORATE OFFICES


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


                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

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

SECTION  2.  ANNUAL  MEETINGS

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

SECTION  3.  SPECIAL  MEETINGS

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

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the  direction of the president, or secretary, or the officer or persons calling

                                       27
<PAGE>

the  meeting.  If  mailed,  such  notice  shall  be  deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.
Closing  of  Transfer  Books  or  Fixing  Record  Date.

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

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

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

SECTION  5.  VOTING  LIST.

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

SECTION  6.  QUORUM.

     At  any meeting of stockholders, a majority of fifty percent plus one vote,
of  the  outstanding  shares of the corporation entitled to vote, represented in
person  or  by proxy, shall constitute a quorum at a meeting of stockholders. If
less  than said number of the outstanding shares are represented at a meeting, a
majority  of  the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been  transacted at the meeting originally notified. The stockholders present at
a  duly  organized  meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

                                       28
<PAGE>

SECTION  7.  PROXIES.

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

SECTION  8.  VOTING.

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

SECTION  9.  ORDER  OF  BUSINESS.

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

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


SECTION  10.  INFORMAL  ACTION  BY  STOCKHOLDERS.

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

SECTION  11.  BOOKS  AND  RECORDS.

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

                                       29
<PAGE>

and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.


                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

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

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

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

SECTION  3.  REGULAR  MEETINGS.

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

SECTION  4.  SPECIAL  MEETINGS.

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

SECTION  5.  NOTICE.

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

SECTION  6.  QUORUM.

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

SECTION  7.  MANNER  OF  ACTING.

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

                                       30
<PAGE>

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

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

SECTION  9.  REMOVAL  OF  DIRECTORS.

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

SECTION  10.  RESIGNATION.

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

SECTION  11.  COMPENSATION.

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

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

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


                                   ARTICLE IV
                                    OFFICERS


SECTION  1.  NUMBER.

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

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

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

                                       31
<PAGE>

SECTION  3.  REMOVAL.

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

SECTION  4.  VACANCIES.

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

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

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

SECTION  7.  SECRETARY.

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

SECTION  8.  TREASURER.

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

                                       32
<PAGE>

SECTION  9.  SALARIES.

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


                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

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


SECTION  2.  LOANS.

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

SECTION  3.  CHECKS,  DRAFTS,  ETC.

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

SECTION  4.  DEPOSITS.

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


                                   ARTICLE VI
                                   FISCAL YEAR

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


                                   ARTICLE VII
                                    DIVIDENDS

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

                                       33
<PAGE>

                                  ARTICLE VIII
                                      SEAL

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


                                   ARTICLE IX
                                WAIVER OF NOTICE

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


                                    ARTICLE X
                                   AMENDMENTS

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

                                       34
<PAGE>

                                  CERTIFICATION

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

EXECUTED,  AND  CORPORATE  SEAL  AFFIXED,  this  day  of  September  28,  1999.


                               /s/William Stocker
                                 William Stocker
                                    Secretary

                                       35
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 3.4

                      ARTICLES OF INCORPORATION: SUBSIDIARY
--------------------------------------------------------------------------------

                                       36
<PAGE>

                            ARTICLES OF INCORPORATION
                                       OF
                                  HOMETEACH.COM



     ARTICLE  I.  The  name  of  the  Corporation  is  HOMETEACH.COM.

     ARTICLE  II.  Its principal office in the State of Nevada is 774 Mays Blvd.
#10,  Incline  Village  NV  89452.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc.

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of America.  The period of existence of the
corporation  shall  be  perpetual.

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

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

     ARTICLE  VI. The name and address of the Incorporator of the corporation is
William  Stocker,  Attorney  at  Law,  34700  Pacific  Coast Highway, Suite 303,
Capistrano  Beach  CA  92624,  phone  (949)  248-9561,  fax  (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than  one  (1)  nor  more  than  (7) persons. The Incorporator shall act as Sole
Initial  Director.

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

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

                                       37
<PAGE>

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

March  1,  2000


                               /s/William Stocker
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       38
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 3.5
                               NAME CHANGE: PARENT
--------------------------------------------------------------------------------

                                       39
<PAGE>

                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                           BBB-HUNTOR ASSOCIATES, INC.

                (AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)

WE THE UNDERSIGNED, Officers of BBB-HUNTOR ASSOCIATES, INC., ( the Corporation )
hereby  certify:

     1.     This  Corporation  was  originally  incorporated  as  BBB-Huntor
Associates,  Inc.,  in the State of Nevada, on July 2, 1990. The Corporation was
re-incorporated  in  Nevada  without change of management or equity on September
28,  1999  to  re-activate  it  after  a  period  of  dormancy.

     2.  The Board of Directors of the Corporation at a meeting of duly convened
and  held  on  May  22,  2000  adopted  a  resolution  to  amend the Articles of
Incorporation  as  Originally  filed  and/or  amended.


     The  former  Article  read:

     ARTICLE  ONE.  The  name  of the corporation is BBB-Huntor Associates, Inc.


     Article  One  is  superseded  and  replaced  as  follows:

     ARTICLE  ONE.  The  name  of  the  corporation  is  HomeTeach.com,  Inc.



     The number of shares of the Corporation outstanding and entitled to vote on
an  amendment to the Articles of Incorporation is 10,000,000 of which 5,100,000,
voted  in  favor; and the foregoing changes and amendment have been consented to
and  approved by a majority vote of the stockholders holding at least a majority
of  each  class  of  stock  outstanding  and  entitled  to  vote  thereon.



/s/Kirt  W. James                  /s/Kirt W.James
   Kirt  W.  James                    Kirt  W.  James
   president                          secretary

                                       40
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 3.6

                             NAME CHANGE: SUBSIDIARY
--------------------------------------------------------------------------------

                                       41
<PAGE>

                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                               HOMETEACH.COM, INC.

                (AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)

WE  THE UNDERSIGNED, Officers of HOMETEACH.COM, INC., ( the Corporation ) hereby
certify:

     1.     This Corporation was originally incorporated as HomeTeach.com, Inc.,
in  the  State  of  Nevada,  on  March  2,  2000.

     2.  The Board of Directors of the Corporation at a meeting of duly convened
and  held  on  May  22,  2000  adopted  a  resolution  to  amend the Articles of
Incorporation  as  Originally  filed  and/or  amended.


     The  former  Article  read:

     ARTICLE  ONE.  The  name  of  the  corporation  is  HomeTeach.com,  Inc.


     Article  One  is  superseded  and  replaced  as  follows:

     ARTICLE  ONE.  The  name  of  the  corporation  is  HomeTeach  Corporation.



     The number of shares of the Corporation outstanding and entitled to vote on
an  amendment  to the Articles of Incorporation is 3,457,750 of which 2,500,000,
voted  in  favor; and the foregoing changes and amendment have been consented to
and  approved by a majority vote of the stockholders holding at least a majority
of  each  class  of  stock  outstanding  and  entitled  to  vote  thereon.


/s/Jill  P.  Clark     /s/Jill  P.  Clark
   Jill  P.  Clark        Jill  P.  Clark
   president              secretary

                                       42
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT F-1
                          AUDITED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------

                                       43
<PAGE>

                               HOMETEACH.COM, INC.
                          (A Development Stage Company)
                        Consolidated Financial Statements
                             June 30, 2000 and 1999

                                       44
<PAGE>

                                    CONTENTS

Independent Auditors' Report                                                  46

Consolidated Balance Sheet                                                    47

Consolidated  Statements  of  Operations                                      48

Consolidated  Statements  of  Stockholders'  Equity                           49

Consolidated  Statements  of  Cash  Flows                                     50

Notes  to  the  Consolidated  Financial  Statements                           51

                                       45
<PAGE>

                          Independent Auditors' Report

To  the  Board  of  Directors
and  Stockholders  of
HomeTeach.com,  Inc.

We  have  audited the accompanying consolidated balance sheets of HomeTeach.com,
Inc.  (a development stage company) as of June 30, 2000 and 1999 and the related
statements of operations, stockholders' equity and cash flows for the years then
ended and from inception on July 2, 1990 through June 30, 2000.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of HomeTeach.com, Inc.
as  of  June  30, 2000 and 1999 and the results of its operations and cash flows
for  the  years  then  ended and from inception on July 2, 1990 through June 30,
2000  in  conformity  with  generally  accepted  accounting  principles.

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

/s/  Chisholm  &  Associates
Chisholm  &  Associates
Salt  Lake  City,  Utah
August  30,  2000

                                       46
<PAGE>

                               HOMETEACH.COM, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheets


                                                             June  30,
                                                        2000             1999
--------------------------------------------------------------------------------

ASSETS

Current  Assets
    Cash . . . . . . . . . . . . . . . . . . . . . $     62,750          $     0
    Prepaid  Expenses . . . . . . . . . . . . . . . . .  18,996                0
--------------------------------------------------------------------------------
    Total  Current  Assets . . . . . . . . . . . . . . . 81,746                0
--------------------------------------------------------------------------------
    Total  Assets . . . . . . . . . . . . . . . .  $     81,746          $     0
================================================================================

LIABILITIES  &  STOCKHOLDERS'  EQUITY

    Total  Liabilities . . . . . . . . . . . . . . $          0          $     0
--------------------------------------------------------------------------------
    Stockholders'  Equity

    Common  Stock, par value $.001;
    100,000,000 shares  authorized,
    13,547,750, and 10,000,000 shares issued
    and outstanding, respectively . . . . . . . . . . .  13,548           10,000
    Additional  Paid-In  Capital . . . . . . . . . . . . 92,346                0
    Deficit Accumulated During the Development Stage .  (24,148)        (10,000)
--------------------------------------------------------------------------------
    Total  Stockholders' Equity . . . . . . . . . . . .  81,746                0
--------------------------------------------------------------------------------
    Total Liabilities and Stockholders' Equity . . $     81,746          $     0
================================================================================

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

                                       47
<PAGE>

                               HOMETEACH.COM, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations

                                                                      Cumulative
                                            For  the  Years  Ended       Total
                                                    June  30,            Since
                                               2000          1999      Inception
--------------------------------------------------------------------------------
Revenue . . . . . . . . . . . . . . . . . . $         0  $        0   $        0
--------------------------------------------------------------------------------
Expenses
   General  &  Administrative . . . . . . . . .  14,148           0       14,148
   Amortization . . . . . . . . . . . . . . . . . . . 0           0       10,000
--------------------------------------------------------------------------------
Total  Expenses . . . . . . . . . . . . . . . .. 14,148           0       24,148
--------------------------------------------------------------------------------
Net  income  (loss) . . . . . . . . . . . . $   (14,148) $        0     (24,148)
================================================================================
Net  income  (loss)  per  share . . . . . . $     (.001) $        0   $   (.002)
================================================================================
Weighted  average
     Outstanding  shares . . . . . . . . . . 10,591,292  10,000,000   10,029,565
================================================================================

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

                                       48
<PAGE>

                               HOMETEACH.COM, INC.
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity

                                                                 Deficit

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

Issuance of common shares for
organizational costs . . . . .  10,000,000  $     10,000     $       0  $      0

Net Loss for the year
ended June 30, 1991 . . . . . . . . . .  0             0             0     (997)
--------------------------------------------------------------------------------
Balance  June  30,  1991 . . .  10,000,000        10,000             0     (997)

Net loss for the years ended June 30,1992
     Through  June  30,  1999 . . . . .  0             0             0   (9,003)
--------------------------------------------------------------------------------
Balance June 30, 1999 . . . . . 10,000,000        10,000             0  (10,000)

Shares issued  in acquisition
at $.027 per share . . . . . . . 3,547,750         3,548        92,346         0

Net  loss for the year
ended June 30, 2000 . . . . . . . . . .  0             0             0  (14,148)
--------------------------------------------------------------------------------
Balance  June  30,  2000 . . .  13,547,750  $     13,548     $  92,346 $(24,148)
================================================================================

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

                                       49
<PAGE>

                               HOMETEACH.COM, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                                                        From
                                                                      Inception
                                                                      on July 2,
                                             For the Year Ended        1990 to
                                                  June 30,             June 30,
                                             2000            1999        2000
--------------------------------------------------------------------------------

Cash  Flows  From  Operating  Activities:
Net  Loss . . . . . . . . . . . . . .  $     (14,148)     $      0   $  (24,148)
     Adjustment to reconcile net  loss to
     net cash used by operations:
     Amortization . . . . . . . . . . . . . . . .  0             0        10,000
     Increase/decrease in assets
     and liabilities . . . . . . . . . . . . . . . 0             0             0
     Prepaid  expenses . . . . . . . . . . . (10,000)            0      (10,000)
     Accounts  payable . . . . . . . . . . .  14,148             0        14,148
--------------------------------------------------------------------------------
Net  Cash  Flows  Used  in
   Operating  Activities . . . . . . . . . . (10,000)            0      (10,000)
--------------------------------------------------------------------------------
Cash Flows Used For Investing Activities
     Cash  acquired  in  acquisition . . . .  72,750            0         72,750
--------------------------------------------------------------------------------
Net Cash Flows Provided by
Investing  Activities . . . . . . . . . . . . 72,750            0         72,750
--------------------------------------------------------------------------------
Cash  Flows From Financing Activities . . . . . .  0            0              0

Increase  (Decrease)  in Cash . . . . . . . . 62,750            0         62,750

Cash-Beginning  of  Period . . . . . . . . . . . . 0            0              0
--------------------------------------------------------------------------------
Cash-End  of  Period . . . . . . . . .  $     62,750      $     0     $   62,750
================================================================================
Supplemental  Cash  Flow  Information:

Cash  Paid  for:
     Interest                           $          0      $     0     $        0
     Taxes                              $          0      $     0     $        0

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

Non-Cash  Financing  Activities

     During the year ended June 30, 1991 the Company issued 10,000,000 shares of
common  stock  in  exchange  for  organizational  costs  valued  at  $10,000.

     On  June 1, 2000 the Company exchanged 3,547,750 shares of its common stock
for  all  of  the outstanding shares of HomeTeach Corp. (formerly HomeTeach.Com,
Inc.)  valued  at  $95,894.

                                       50
<PAGE>

                               HOMETEACH.COM, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2000 and 1999

NOTE  1  -     SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

       HomeTeach.com,  Inc.  ("the  Company"),  formerly  BBB-Huntor Associates,
Inc.,  was incorporated in the State of Nevada on July 2, 1990.  On June 1, 2000
the  Company  exchanged  3,547,750  shares  of  its  common stock for all of the
outstanding  shares of HomeTeach Corporation (HTC), formerly HomeTeach.com, Inc.
After  the  acquisition,  HTC  became  a wholly owned subsidiary and the Company
changed  its  name  to  HomeTeach.com,  Inc.  The Company intends to operate and
authorize  interactive  Internet  access  for  parents  and  caregivers  who are
homeschooling  children  from  kindergarten  through  high  school.

     b.  Accounting  Method

     The Company's financial statements are prepared using the accrual method of
accounting.

     c.  Fiscal  Year

     The  Company  has  a  fiscal  year  end at June 30 for financial reporting.

     d.  Earnings  (Loss)  Per  Share

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

                                  Income  (loss)      Shares           Per-Share
                                   (Numerator)     (Denominator)         Amount
--------------------------------------------------------------------------------

 For the year ended June 30, 2000:
 Income (loss) from operations    $  (14,148)

 Basic  EPS
 Income  (loss)  to  common
 stockholders                     $  (14,148)        10,591,292      $    (.001)

 For the year ended June 30, 1999:
 Income (loss) from operations    $        0

 Basic EPS
 Income (loss) to common
 stockholders                        $     0         10,000,000     $     (.000)

 From  inception  on  July  2,  1990
 to  June  30,  2000:
 Income  (loss)  from  operations    $(24,148)

 Basic  EPS
 Income  (loss)  to  common
 stockholders                        $(24,148)      10,029,565      $     (.002)

                                       51
<PAGE>

                               HOMETEACH.COM, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2000 and 1999

NOTE  1  -     SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

     e.  Cash  and  Cash  Equivalents

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

     f.  Provision  for  Income  Taxes

     No  provision  for income taxes has been recorded due to net operating loss
carryforwards  totaling  $24,148  at  June  30,  2000.  Net  operating  loss
carryforwards  begin to expire in 2011.  No tax benefit has been reported in the
financial  statements  because the management believes there is a 50% or greater
change  the  carryforward  will  expire  unused.

     Deferred tax asset and the valuation account is as follows at June 30, 2000
and  1999:

     Deferred  tax  asset:                     2000               1999
                                         -------------     ----------------
        NOL  carrryforward               $       3,622        $       1,500
     Valuation  allowance                       (3,622)             (1,500)
---------------------------------------------------------------------------
     Total                              $            0        $           0
===========================================================================

     g.  Consolidation

     The  Company's  financial  statements  include  the  books  of  HomeTeach
Corporation, a wholly owned subsidiary.  All intercompany transactions have been
eliminated.  The  Company  uses  the  purchase  method  of  accounting.

NOTE  2  -  GOING  CONCERN

     The  accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of this uncertainty. It is
management's plan to raise capital in order to define their business operations,
thus  creating  necessary  operating  revenue.

NOTE  3  -  DEVELOPMENT  STAGE  COMPANY

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

                                       52
<PAGE>