U.S. SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-KSB

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                FOUR PEAKS GROUP, INC.
                     (Name of Small Business Issuer in its Charter)



Nevada                                              77-0432962
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

44489 Town Center Way #D415,
Palm Desert, CA                                            92260
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number: (760)342-8040

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Title of each class to be so registered

Common Stock

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X  No
                                                               ----- -----

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. [ ]

The issuer's revenues for the Fiscal Year ended December 31, 1999 were $0

The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the issuer as of December 31,
1999, computed by reference to the issuer's shareholder's list as composed by
the issuer's transfer agent at December 31, 1999, of 2,000,000 shares, was
$2,000.

As at December 31, 1999, there were 2,000,000 shares of the issuer's common
stock outstanding.


Transitional Small Business Disclosure Format (check one) Yes  No X
                                                         ----- -----
PART 1
------

Statements contained in the annual report that are not historical facts are
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
are subject to risks and uncertainties, which could cause actual results to
differ materially from estimated results. Such risks and uncertainties are
detailed in filings with the Securities and Exchange Commission, including
without limitation in Item 1. "BUSINESS" and Item 6 "MANAGEMENT'S
DISCUSSION AND DESCRIPTION OR PLAN OF OPERATION" below.


ITEM 1. DESCRIPTION OF BUSINESS

A. IN GENERAL.

The Company was organized on June 28, 1996, and has never commenced operations.
The Company is a "blank check" or "shell corporation", in the development stage,
whose plan of operations is limited to locating a merger or acquisition
candidate. The Company's common stock is not listed on any recognized exchange
or quoted on any quotation medium. There can be no assurance that the Company
will ever acquire a suitable merger or acquisition candidate or that its common
stock will ever develop a market.

PLAN OF OPERATIONS-IN GENERAL

The Company was organized for the purpose of creating a corporate vehicle to
seek, investigate and, if such investigation warrants, acquire an interest in
one or more business opportunities presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation. At
this time, the Company has no plan, proposal, agreement, understanding or
arrangement to acquire or merge with any specific business or company, and the
Company has not identified any specific business or company for investigation
and evaluation. No member of Management or promoter of the Company has had any
material discussions with any other company with respect to any acquisition of
that company. The Company will not restrict its search to any specific business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.

The Company's plan of operations over the next 12 months includes the seeking of
acquisition or merger opportunities. During the next twelve months, the Company
plans to satisfy its cash requirements by additional equity financing. There can
be no assurance that the company will be successful in raising additional equity
financing, and, thus, be able to satisfy its cash requirements, which primarily
consist of legal and accounting fees at the present time. If the company is not
able to raise equity capital, and it presently has no cash with which to satisfy
any future cash requirements. The company will need a minimum of $10,000 to
satisfy its cash requirements for the next 12 months. The company will not be
able to operate if it does not obtain equity financing. The Company has no
current material commitments. The Company depends upon capital to be derived
from future financing activities such as subsequent offerings of its stock.
There can be no assurance that the Company will be successful in raising the
capital it requires. The company does not anticipate any further research and
development of any products, nor does it expect to incur any research and
development costs. The company does not expect the purchase or sale of plant or
any significant equipment, and it does not anticipate any change in the number
of its employees. The Company has no current material commitments. The Company
has generated no revenue since its inception.

The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company will
be successful in raising the capital it requires through the sale of its common
stock.

The Company intends to utilize the proceeds from this offering or to obtain
funds in one or more private placements to finance the operation of any acquired
business. Persons purchasing securities in these placements and other
shareholders will likely not have the opportunity to participate in the decision
relating to any acquisition. The Company's proposed business is sometimes
referred to as a "blind pool" because any investors will entrust their
investment monies to the Company's management before they have a chance to
analyze any ultimate use to which their money may be put. Consequently, the
Company's potential success is heavily dependent on the Company's management,
which will have virtually unlimited discretion in searching for and entering
into a business opportunity. None of the officers and directors of the Company
has had any experience in the proposed business of the Company. There can be no
assurance that the Company has had any experience in the proposed business of
the Company. There can be no assurance that the Company will be able to raise
any funds in private placement. In any private placement, management may
purchase shares on the same terms as offered in the private placement.

Management anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.

The Company may seek a business opportunity with a firm that only recently
commenced operations, or a developing company in need of additional funds for
expansion into new products or markets, or an established company seeking a
public vehicle. In some instances, a business opportunity may involve the
acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly owned
subsidiaries in various business or purchase existing businesses as
subsidiaries. The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly traded corporation. Such
perceived benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other factors. Potentially available business opportunities
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex. As is customary in the
industry, the Company may pay a finder's fee for locating an acquisition
prospect. If any such fee is paid, it will be approved by the Company's Board of
Directors and will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction, based upon a
sliding scale of the amount involved. Such fees are typically in the range of 5%
on a $1,000,000 transaction ratably down to 1% in a $4,000,000 transaction.
Management had adopted a policy that such a finder's fee or real estate
brokerage fee could, in certain circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such person plays a material role
in bringing a transaction to the Company. As part of any transaction, the
acquired company may require that Management or other stockholders of the
Company sell all or a portion of their shares to the acquired company, or to the
principals of the acquired company. It is anticipated that the sales price of
such shares will be lower than the anticipated market price of the Company's
Common Stock at such a time. The Company's funds are not expected to be used for
purposes of any stock purchase from insiders. The Company shareholders will not
be provided the opportunity to approve or consent to such sale. The opportunity
to sell all or a portion of their shares in connection with an acquisition may
influence management's decision to enter into a specific transaction. However,
management believes that since the anticipated sales price will potentially be
less than market value, that the potential of a stock sale will be a material
factor in their decision to enter a specific transaction.

The above description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution, or contract or agreement.
No other payments of cash or property are expected to be received by Management
in connection with any acquisition. The Company has not formulated any policy
regarding the use of consultants or outside advisors, but does not anticipate
that it will use the services of such persons.

The Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents. However,
the officers and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived benefits of
a merger or acquisition transaction for the owners of a business opportunity.

The Company does not intend to make any loans to any prospective merger or
acquisition candidates or unaffiliated third parties.





THE PRODUCTS

The Company has no products.


COMPETITION

The Company is an insignificant participant among firms which engage in business
combinations with, or financing of, development state enterprises. There are
many established management and financial consulting companies and venture
capital firms which have financial resources superior to the Company, so there
can be no assurance that the Company will be able to compete with these other

GOVERNMENT REGULATION

Management believes that government approval is not necessary for the Company's
business, and government regulations have no effect or a negligible effect
on its business. However, the Investment Company Act of 1940 defines an
"investment company" as a company which holds itself out as being engaged in the
business of investing, reinvesting or trading of securities. While the Company
doe snot intend to engage in those activities, the Company could become subject
to regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940.

EMPLOYEES

The Company presently employs only its sole officer and director, who devotes as
much time as the Board of Directors deems it necessary to conduct the affairs of
the Company.

ITEM 2. DESCRIPTION OF PROPERTY

The Company has an arrangement with its President to use 600 square feet of
office space, telephones and secretarial services free of charge. The Company
has no other property.


ITEM 3. LEGAL PROCEEDINGS

The Company is not subject to any litigation.

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

There were no matters submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

PART II
-------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is quoted on the National Quotation Bureau's "pink
sheets" under the symbol "****". The current market price of the Company's
common stock is $1.00 per share. The Company's securities have only been quoted
for the first quarter of this year. The Company considers its Common stock to be
thinly traded and that any reported bid or sale prices may not be a true
market-based valuation of the Common Stock. As of December 31, 1999, there were
2,000,000 record holders of the Company's Common Stock. The Company has not paid
any cash dividends since its inception and does not contemplate paying dividends
in the foreseeable future. It is anticipated that earnings, if any, will be
retained for the operation of the Company's business.

The company has not agreed to register any restricted securities for selling
security holders.

The following table sets forth the range of high and low bid information for
each full quarterly period of the last fiscal year:

 Quarter ended            Average High Bid        Average Low Bid
 March 31, 2000               $1.00                    $1.00


PENNY STOCK STATUS

The Company's common stock is a "penny stock," as the term is defined by Rule
3a51-1 of the Securities Exchange Act of 1934. This makes it subject to
reporting, disclosure and other rules imposed on broker-dealers by the
Securities and Exchange Commission requiring brokers and dealers to do the
following in connection with transactions in penny stocks:

   1. Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.

   2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

   3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.

   4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. The imposition
of these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.

 (1) The above quotations reflect inter-dealer prices, without retail mark up,
mark down or commission and may not represent actual transactions.

 (2) Source of information: National Quotation Service Bureau.

SECURITY HOLDERS

The approximate number of record holders of shares of the common stock of the
Company outstanding as of the date of this report is 2,000,000.

DIVIDENDS

The Company has not paid any cash dividends since its inception and does not
contemplate paying any in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of the Company's business.

PENNY STOCK STATUS

If and when it creates a market for its common stock, the Company's common stock
is a "penny stock," as the term is defined by Rule 3a51-1 of the Securities
Exchange Act of 1934. This makes it subject to reporting, disclosure and other
rules imposed on broker-dealers by the Securities and Exchange Commission
requiring brokers and dealers to do the following in connection with
transactions in penny stocks:

  1. Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.

  2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

  3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.

  4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. The imposition
of these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.

 (1) The above quotations reflect inter-dealer prices, without retail mark up,
mark down or commission and may not represent actual transactions.

 (2) Source of information: National Quotation Bureau.

SECURITY HOLDERS

The approximate number of record holders of shares of the common stock of the
Company outstanding as of December 31, 1999 was 2,000,000.


ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

PLAN OF OPERATIONS

The Company was organized for the purpose of creating a corporate vehicle to
seek, investigate and, if such investigation warrants, acquire an interest in
one or more business opportunities presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation. At
this time, the Company has no plan, proposal, agreement, understanding or
arrangement to acquire or merge with any specific business or company, and the
Company has not identified any specific business or company for investigation
and evaluation. No member of Management or promoter of the Company has had any
material discussions with any other company with respect to any acquisition of
that company. The Company will not restrict its search to any specific business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.

The Company's plan of operations over the next 12 months includes the seeking of
acquisition or merger opportunities. During the next twelve months, the Company
plans to satisfy its cash requirements by additional equity financing. There can
be no assurance that the company will be successful in raising additional equity
financing, and, thus, be able to satisfy its cash requirements, which primarily
consist of legal and accounting fees at the present time. If the company is not
able to raise equity capital, and it presently has no cash with which to satisfy
any future cash requirements. The company will need a minimum of $10,000 to
satisfy its cash requirements for the next 12 months. The company will not be
able to operate if it does not obtain equity financing. The Company has no
current material commitments. The Company depends upon capital to be derived
from future financing activities such as subsequent offerings of its stock.
There can be no assurance that the Company will be successful in raising the
capital it requires. The company does not anticipate any further research and
development of any products, nor does it expect to incur any research and
development costs. The company does not expect the purchase or sale of plant or
any significant equipment, and it does not anticipate any change in the number
of its employees. The Company has no current material commitments. The Company
has generated no revenue since its inception.


The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company will
be successful in raising the capital it requires through the sale of its common
stock.

The Company intends to utilize the proceeds from this offering or to obtain
funds in one or more private placements to finance the operation of any acquired
business. Persons purchasing securities in these placements and other
shareholders will likely not have the opportunity to participate in the decision
relating to any acquisition. The Company's proposed business is sometimes
referred to as a "blind pool" because any investors will entrust their
investment monies to the Company's management before they have a chance to
analyze any ultimate use to which their money may be put. Consequently, the
Company's potential success is heavily dependent on the Company's management,
which will have virtually unlimited discretion in searching for and entering
into a business opportunity. None of the officers and directors of the Company
has had any experience in the proposed business of the Company. There can be no
assurance that the Company has had any experience in the proposed business of
the Company. There can be no assurance that the Company will be able to raise
any funds in private placement. In any private placement, management may
purchase shares on the same terms as offered in the private placement.

Management anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.

The Company may seek a business opportunity with a firm that only recently
commenced operations, or a developing company in need of additional funds for
expansion into new products or markets, or an established company seeking a
public vehicle. In some instances, a business opportunity may involve the
acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly owned
subsidiaries in various business or purchase existing businesses as
subsidiaries. The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly traded corporation. Such
perceived benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other factors. Potentially available business opportunities
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex. As is customary in the
industry, the Company may pay a finder's fee for locating an acquisition
prospect. If any such fee is paid, it will be approved by the Company's Board of
Directors and will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction, based upon a
sliding scale of the amount involved. Such fees are typically in the range of 5%
on a $1,000,000 transaction ratably down to 1% in a $4,000,000 transaction.
Management had adopted a policy that such a finder's fee or real estate
brokerage fee could, in certain circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such person plays a material role
in bringing a transaction to the Company. As part of any transaction, the
acquired company may require that Management or other stockholders of the
Company sell all or a portion of their shares to the acquired company, or to the
principals of the acquired company. It is anticipated that the sales price of
such shares will be lower than the anticipated market price of the Company's
Common Stock at such a time. The Company's funds are not expected to be used for
purposes of any stock purchase from insiders. The Company shareholders will not
be provided the opportunity to approve or consent to such sale. The opportunity
to sell all or a portion of their shares in connection with an acquisition may
influence management's decision to enter into a specific transaction. However,
management believes that since the anticipated sales price will potentially be
less than market value, that the potential of a stock sale will be a material
factor in their decision to enter a specific transaction.

The above description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution, or contract or agreement.
No other payments of cash or property are expected to be received by Management
in connection with any acquisition. The Company has not formulated any policy
regarding the use of consultants or outside advisors, but does not anticipate
that it will use the services of such persons.

The Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents. However,
the officers and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived benefits of
a merger or acquisition transaction for the owners of a business opportunity.

The Company does not intend to make any loans to any prospective merger or
acquisition candidates or unaffiliated third parties.

PATENTS

The Company holds no patents or intellectual property.

ITEM 7. FINANCIAL STATEMENTS

Information with respect to this item is contained in the financial
statements appearing on Item 13 of this Report. Such information is
incorporated herein by reference.

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

The former accountant, Michael A. Segelstein, did not resign, or decline to
stand for re election. It was dismissed by the Company in January, 2000. The
decision to change accountants was approved by the Board of Directors. There
were no disagreements with the former accountant on any matter of accounting
principle, or practice, financial statements disclosure or auditing scope or
procedure. The former accountant has indicated his agreement with the statements
made by the Company concerning the change in the Company's independent
accountant. The Company has fully authorized the former accountant to respond
fully to the inquiries of the successor accountant concerning all of the
Company's financial reports and audits. The new accountant, Robinson, Hill &
Co., was engaged in January, 2000.

PART III.
---------

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

Directors are elected by the shareholders to terms of one year. Officers
serve at the pleasure of the Board of Directors, and serve one year terms
unless removed by the Board prior to their terms.

 The Executive Officers of the Company and its subsidiaries, and their ages,
are as follows:

NAME                            AGE  POSITION
--------------------------------------------------------- ---  ------

Shirley Bethurum....................................    71   Pres./Sec./Dir.

SHIRLEY BETHURUM. Shirley Bethurum, 71, has been Sole Director, President and
Secretary of the Company since her appointment on May 27, 1996. Ms. Bethurum has
been a principal of several start-up companies. Her experience and skills
include office management, manufacturing design and equipment purchase, purchase
and supply management, direct sales and advertising implementation, warehouse
management and fulfillment, new product introduction and start-up and financial
management. Since 1978, Ms. Bethurum has been the general manager of Bethurum
Research and Development,  a  pharmaceutical  and laboratory  company which
develops, manufactures, markets and sells several environmentally-safe products.
including Easy-Ivy (TM), Beach-Aid (TM), Inter-Fear-On-Magic (TM) and
Bushwhacker (TM). Additionally Ms. Bethurum serves as an officer and director
from time to time for other for profit corporations, some of which maintain a
public trading status.

FAMILY RELATIONSHIPS.

There are no family relationships among directors, executive officers or
other persons nominated or chosen by the Company to become officers or
executive officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

The Company is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative
or civil proceedings limiting one's participation in the securities or
banking industries, or findings of securities or commodities law
violations.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company
believes that, during the fiscal year ended March 31, 1999, all filing
requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

No compensation is paid or anticipated to be paid by the Company. It is possible
that upon an acquisition some compensation may be paid to management. On
acquisition of a business opportunity, current management may resign and be
replaced by persons associated with the business  opportunity  acquired,
particularly if the Company participates in a business opportunity by effecting
a reorganization, merger or consolidation. If any member of current management
remains after effecting a business opportunity acquisition, that member's time
commitment will likely be adjusted based on the nature and method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the Company will not have the opportunity to vote on or approve such
compensation.

Directors currently receive no compensation for their duties as directors.

EMPLOYMENT AGREEMENTS

The Company has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of the
Company's sole director, Shirley Bethurum.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

The Company has no long-term incentive plans or awards to report for last fiscal
year other than that which has already been reported.

COMPENSATION OF DIRECTORS


The members of the Company's Board of Directors are reimbursed for actual
expenses incurred in attending Board meetings.


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

There are no written contracts or agreements. Employee compensation is set by
the members of the Board of Directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of the Company as of the date of this
disclosure(1), by (I) each person who is known by the Company to be the
beneficial owner of more than five percent (5%) of the issued and outstanding
shares of common stock, (ii) each of the Company's directors and executive
officers, and (iii) all directors and executive officers as a group]

Name and Address        Number of Shares     Percentage Owned
----------------        ----------------     ----------------

Shirley Bethurum1,           600,000                80%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with organizing the Company, on June 28, 1996, persons consisting
of its officers, directors, and other individuals were issued a total of 5,000
shares of Common Stock at a value of $1.00 per share. On February 26, 1999,
those outstanding shares were forward split 200 to 1 and the par value was
changed to $.001, resulting in a total of 1,000,000 shares outstanding. On
October 30, 1999, the shares were again forward split 2 to 1, resulting in
2,000,000 shares outstanding. Ms Bethurum may be deemed to be a promoter of the
Company. No other persons are known to Management that would be deemed to be
promoters.

ITEM 13. INDEX TO EXHIBITS AND REPORTS ON FORM 8-K

(a) Financial Statements (included in Part II of this Report):

 Report of Independent Certified Public Accountant
 Financial Statements
 Balance Sheets
 Statement of Loss And Accumulated Deficit
 Statements of Cash Flows
 Statements of Stockholder's Equity
 Notes to Consolidated Financial Statements

 (b) Reports on Form 8-K: Not Applicable
 (c) Exhibits
 Exhibit No.        Description
 -----------        -----------
 3 (a)             Articles of Incorporation Four Peaks Group, Inc.
 3 (a)1            Amendment to Articles Of Incorporation Four Peaks Group, Inc.
 3 (b)             By-laws Four Peaks Group, Inc.
 4 (a)             Specimen certificate of common stock
 10                Other Documents - Not applicable
 12                Consent of Former Independent Accountant

Item 13. FINANCIAL STATEMENTS

Report of Independent Certified Public Accountant dated February 25, 2000
Financial Statements
Balance Sheets
Statement of Loss and Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Financial Statements







[CAPTION]
INDEPENDENT AUDITOR'S REPORT
Four Peaks Group, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Four Peaks Group, Inc. (a
development stage company) as of December 31,1999, and the related statements of
operations and cash flows for the year then ended, and the statement
stockholders' equity from June 28, 1996 (inception) to December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Four Peaks Group, Inc. (a development
stage company) as of December 31, 1998, were audited by other auditors whose
report dated May 29, 1999, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Four Peaks Group, Inc. (a
development stage company) as at December 31, 1999, and the results of its
operations and its cash flows for the year ended December 31, 1999 in conformity
with generally accepted accounting principles.

Respectfully submitted


ROBINSON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
February 25, 2000

[CAPTION]
FOUR PEAKS GROUP, INC.
(A Development Stage Company)
BALANCE SHEETS

                                               December 31,
                                             1999       1998

Assets:                                     $   -      $    -

Liabilities - Accounts Payable              $   -      $    -

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 2,000,000 shares at
    December 31, 1999 and 1998               2,000      2,000
  Paid-In Capital                            4,365      3,000
  Deficit Accumulated During the
    Development Stage                       (6,365)    (5,000)

     Total Stockholders' Equity                 -           -

     Total Liabilities and
       Stockholders' Equity                 $   -       $   -








[CAPTION]
FOUR PEAKS GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
                                                              Cumulative
                                                                 since
                                                               Inception
                                                                  of
                                          For the year        Development
                                             ended               Stage
                                           December 31,
                                          -------------       -----------
                                           1999    1998

Revenues:                               $         $           $

Expenses:                                  1,365     -             6,365

     Net Loss                             (1,365)                 (6,365)

Basic & Diluted loss per share          $     -   $  -




[CAPTION]
FOUR PEAKS GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>

                                                                                   Deficet
                                                                                 Accumulated
                                                                                    During
                                               Common                 Paid-In      Development
                                                Stock                 Capital        Stage
                                           Shares      Par Value
<S>                                         <C>            <C>           <C>            <C>
June 28, 1996 (inception)
Issurnace of Stock for
Services and payment of
Accounts Payable                           5,000          5,000       $   -           $    -

Net Loss                                      -              -            -                -

Balance at December 31, 1996
 As Originally Reported                     5,000         5,000       $   -           $ (5,000)

Retroactive Adjustment for
200 to 1 stock split February 26, 1999    995,000        (4,000)       4,000

Retroactive Adjustment for 2 to 1
Stock Split October 30, 1999              1,000,000       1,000       (1,000)             -

Restated Balance January 1, 1997          2,000,000       2,000        3,000            (5,000)

Net Loss                                         -            -           -                -

Balance at December 31, 1997              2,000,000       2,000        3,000            (5,000)

Net Loss                                         -            -           -                -

</TABLE>

[CAPTION]
FOUR PEAKS GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS

                                                             Cumulative
                                                               Since
                                        For the              Inception of
                                      years ended            Development
                                        December 31,            Stage
                                     1999        1998

CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss                            $(1,365)       -           $(6,365)

  New Cash Used in
operating Activities                 (1,365)       -            (6,365)

CASH FLOWS FROM
INVESTING ACTIVITIES:
 Net Cash provided by
 investing activities                     -        -                -

CASH FLOWS FROM
FINANCING ACTIVITIES:
 Capital contributed
 by shareholder                       (1,365)       -            (1,365)
Issuance of common stock                  -         -             5,000
 Net cash provided by
 Financing Activities                  1,365       -              6,365

Net (Decrease) Increase in
 Cash and Cash Equivalents                -        -                -

Cash and Cash Equivalents
 at beginning of period                   -        -                -

Cash and Cash Equivalents
 at End of period                         -        -                -

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
 Cash paid during the year for:
 Interest                               $  -      $  -              $  -

 Franchise and income taxes             $  -      $  -              $  -

SUPPLEMENTAL DISCLOSURE OF
NON-CASH FLOW INVESTING
AND FINANCING ACTIVITIES:               $  -      $  -              $  -



[CAPTION]
FOUR PEAKS GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of accounting policies for Four Peaks Group, Inc. is presented to
assist in understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

The Company was incorporated under the laws of the State of Nevada on June 28,
1996. Since June 28, 1996, the Company is in the development stage, and has not
commenced planned principal operations.

Nature of Business

The company has no products or services as of December 31, 1999. The Company was
organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire interests in various business opportunities, which in the
opinion of management will provide a profit to the Company

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.












Loss per Share

The reconciliations of the numerators and denominators of the basic loss per
share computations are as follows:

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

                                       For the year
                                          ended
                                        December 31,
                                           1999

Basic Loss per Share
Loss to common shareholders              $(1,365)      2,000,000      $   -

                                       For the year
                                          ended
                                        December 31,
                                           1998

Basic Loss per Share
Loss to common shareholders              $      -      2,000,000      $   -

The effect of outstanding common stock equivalents would be anti-dilutive for
December 31, 1999 and 1998 and are thus not considered.

NOTE 2 - INCOME TAXES

 As of December 31, 1999, the Company had a net operating loss carryforward for
income tax reporting purposes of approximately $6,000 that may be offset against
future taxable income through 2011. Current tax laws limit the amount of loss
available to be offset against future taxable income when a substantial change
in ownership occurs. Therefore, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

 The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.

NOTE 4 - COMMITMENTS

 As of December 31, 1999 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the company for the use of these facilities and
there are no commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT

 On February 26, 1999 the Board of Directors authorized 200 to 1 stock split,
changed the authorized number of shares to 100,000,000 shares and the par value
to $.001 for the Company's common stock. As a result of the split, 995,000
shares were issued, and Paid-In Capital was increased by $4,000. All references
in the accompanying financial statements to the number of common shares and per-
share amounts for 1999 and 1998 have been restated to reflect the stock split.

On October 30, 1999 the Board of Directors authorized 2 to 1 stock split of the
Company's common stock. As a result of the split, 1,000,000 shares were issued,
and Paid-In Capital was reduced by $1,000. All references in the accompanying
financial statements to the number of common shares and per-share amounts for
1999 and 1998 have been restated to reflect the stock split.

 Item 14. EXHIBITS, FINANCIAL STATEMENTS

 14(a) Report of Independent Certified Public Accountant March 1, 2000
 Financial Statements
 Balance Sheets
 Statement of Loss And Accumulated Deficit
 Statements of Stockholder's Equity
 Statements of Cash Flows
 Notes to Consolidated Financial Statements

  (b) Reports on Form 8-K: Not Applicable
  (c) Exhibits

 Exhibit No.         D E S C R I P T I O N
 -----------         ---------------------
 3               Articles of Incorporation Four Peaks Group, Inc.
 3(a)            Amendment to Articles Of Incorporation Four Peaks Group, Inc.
 3(b)            Certificate of Amendment to Articles of Incorporation
 3(c)            By-laws Four Peaks Group, Inc.
 4(a)            Specimen certificate of common stock
 10              Other Documents - Not applicable
 12              Consent of Former Independent Accountant

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

Four Peaks Group, Inc.

SHIRLEY A. BETHURUM
_____________________________________
SHIRLEY A. BETHURUM, President and Director

Date: March 10, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 SHIRLEY A. BETHURUM
 _____________________________________
 SHIRLEY A. BETHURUM
 President/Secretary
 Treasury and Director

 Date: March 10, 2000



[CAPTION]
EXHIBIT 3
ARTICLES OF INCORPORATION OF
FOUR PEAKS GROUP, INC.
STATE OF NEVADA
Secretary of State
Filed June 28, 1996

Name of Corporation: Four Peaks Group, Inc..

Resident Agent: Nevada First Bancorp. 1800 East Sahara Avenue Suite 104, Las
Vegas, NV 89104.

Number of Shares the corporation is authorized to issue: 25,000 par value $1.00

Governing Board shall be styled as Directors. The First Board of Directors shall
consist of 1 member, Chad Holtz, 1800 E. Sahara Avenue Suite 104, Las Vegas, NV
89104.

Signature of Incorporators: The names and address of each incorporator signing
the articles:

Chad Holtz,
1800 E. Sahara Avenue Suite 104
Las Vegas, NV 89104

[CAPTION]
EXHIBIT 3(a)
AMENDMENT TO ARTICLES OF INCORPORATION
(After Issuance of Stock)
Filed February 26, 1999
FOUR PEAKS GROUP, INC.

I, the undersigned, James E. Pitochelli, President and Secretary of Four
Peaks Group, Inc., does hereby certify:

That the Board of Directors of said corporation at a meeting duly convened, held
on the 19th day of February, 1999, adopted a Resolution to amend the original
Articles of incorporation as follows;

RESOLVED: That the number of shares of the corporation authorized and entitled
to vote on an amendment to the Articles of Incorporation is 1,000,000;

RESOLVED: That the authorized stock of the Company be and is hereby amended as
follows:

          100,000,000 shares of Common Stock with a par value of $.001
          per share.

RESOLVED: That the said change(s) and amendments 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.

James E. Pitochelli
______________________________
James E. Pitochelli, Secretary



[CAPTION]]
EXHIBIT 3(b)
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
FOUR PEAKS GROUP, INC.

The undersigned, being the President and the Secretary of Four Peaks Group, Inc.
a Nevada Corporation, hereby certify that by majority vote of the Board of
Directors and Shareholders at a meeting held on October 15, 1999, it was voted
and adopted a resolution to amend the original Articles of Incorporation as
follows:

The undersigned further certify that ARTICLE FOUR of the original Articles of
Incorporation filed on the 28th day of June 1996 herein is amended to include as
follows:

"The Corporation declare a 2 shares for 1 share forward stock split to be
effective October 30, 1999."

The undersigned hereby certify that they have on this day October 15, 1999
executed this Certificate Amending that original Articles of Incorporation
heretofore filed with the Secretary of State of Nevada.

Shirley A. Bethurum
______________________________
Shirley A. Bethurum, Secretary


[CAPTION]
Exhibit 3(c)
BYLAWS OF
FOUR PEAKS, INC.
(A NEVADA CORPORATION)

ARTICLE I

OFFICES

    Section 1. Registered Office. The registered offices of the corporation in
the State of Nevada shall be in the City of Las Vegas, State of Nevada.

    Section 2. Other Offices. The corporation shall also have and maintain an
office or principal place of business at such place as may be fixed by the Board
of Directors, and may also have offices at such other places, both within and
without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

    Section 3. Corporate Seal. The corporate seal shall consist of a die bearing
the name of the  corporation  and the  inscription,  "Corporate Seal-Nevada."
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

    Section 4. Place of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Nevada, as may be designated from time to time by the Board of Directors, or, if
not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.

    Section 5. Annual Meeting.

    (a.) The annual meeting of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors.

    (b.) At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (A) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (B) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (C) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a stockholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a stockholder  proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

    (c.) Only persons who are confirmed in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the corporation in accordance with the provisions
of paragraph (b) of this Section 5. Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (c) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving as a
director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section 5.
At the request of the Board of Directors, any person nominated by a stockholder
for election as a director shall furnish to the Secretary of the corporation
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.

    (d.) For purposes of this Section 5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

    Section 6. Special Meetings.

    (a.) Special meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii)
the Chief Executive Officer, or (iii) the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors for
adoption), and shall be held at such place, on such date, and at such time as
the Board of Directors, shall determine.

(b.) If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the Chairman of the Board of Directors, the Chief Executive
Officer, or the Secretary of the corporation. No business may be transacted at
such special meeting otherwise than specified in such notice. The Board of
Directors shall determine the time and place of such special meeting, which
shall be held not less than thirty-five (35) nor more than one hundred twenty
(120) days after the date of the receipt of the request. Upon determination of
the  time and place of the meeting, the officer receiving the request shall
cause notice to be given to the stockholders entitled to vote, in accordance
with the provisions of Section 7 of these Bylaws. If the notice is not given
within sixty (60) days after the receipt of the request, the person or persons
requesting the meeting may set the time and place of the meeting and give the
notice. Nothing contained in this paragraph (b) shall be construed as limiting,
fixing, or affecting the time when a meeting of stockholders called by action of
the Board of Directors may be held.

    Section 7. Notice of Meetings. Except as otherwise provided by law or the
Articles of Incorporation, written notice of each meeting of stockholders shall
be given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting, such notice to
specify the place, date and hour and purpose or purposes of the meeting. Notice
of the time, place and purpose of any meeting of stockholders may be waived in
writing, signed by the person entitled to notice thereof, either before or after
such meeting, and will be waived by any stockholder by his attendance thereat in
person or by proxy, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Any stockholder so waiving notice of such meeting shall be bound by
the proceedings of any such meeting in all respects as if due notice thereof had
been given.

    Section 8. Quorum. At all meetings of stockholders, except where otherwise
provided by statute or by the Articles of Incorporation, or by these Bylaws, the
presence, in person or by proxy duly authorized, of the holder or holders of not
less than one percent (1%) of the outstanding shares of stock entitled to vote
shall constitute a quorum for the transaction of business. In the absence of a
quorum, any meeting of stockholders may be adjourned, from time to time, either
by the chairman of the meeting or by vote of the holders of a majority of the
shares represented thereat, but no other business shall be transacted at such
meeting. The stockholders present at a duly called or convened meeting, at which
a quorum is present, may continue to transact business  until  adjournment,
notwithstanding  the  withdrawal of enough stockholders to leave less than a
quorum. Except as otherwise provided by law, the Articles of Incorporation or
these Bylaws, all action taken by the holders of a majority of the votes cast,
excluding abstentions, at any meeting at which a quorum is present shall be
valid and binding upon the corporation; provided, however, that directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Where a separate vote by a class or classes or series is required,
except where otherwise provided by the statute or by the Articles of
Incorporation or these Bylaws, a majority of the outstanding shares of such
class or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter and, except where otherwise provided by the statute or by the Articles of
Incorporation or these Bylaws, the affirmative vote of the majority (plurality,
in the case of the election of directors) of the votes cast, including
abstentions, by the holders of shares of such class or classes or series shall
be the act of such class or classes or series.

    Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes, excluding abstentions. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty (30) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

    Section 10. Voting Rights. For the purpose of determining those stockholders
entitled to vote at any meeting of the stockholders, except as otherwise
provided by law, only persons in whose names shares stand on the stock records
of the corporation on the record date, as provided in Section 12 of these
Bylaws, shall be entitled to vote at any meeting of stockholders. Every person
entitled to vote shall have the right to do so either in person or by an agent
or agents authorized by a proxy granted in accordance with Nevada law. An agent
so appointed need not be a stockholder. No proxy shall be voted after three (3)
years from its date of creation unless the proxy provides for a longer period.

    Section 11. Joint Owners of Stock. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Nevada Court of Chancery for relief
as provided in the General Corporation Law of Nevada, Section 217(b). If the
instrument filed with the Secretary shows that any such tenancy is held in
unequal interests, a majority or even-split for the purpose of subsection (c)
shall be a majority or even-split in interest.

    Section 12. List of Stockholders. The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall be produced and kept at the time and
place of meeting during the whole time thereof and may be inspected by any
stockholder who is present.

    Section 13. Action Without Meeting. No action shall be taken by the
stockholders except at an annual or special meeting of stockholders called in
accordance with these Bylaws, or by the written consent of all stockholders.

    Section 14.    Organization.

    (a.) At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.

    (b.) The Board of Directors of the corporation shall be entitled to make
such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

  ARTICLE IV - DIRECTORS

    Section 15. Number and Qualification. The authorized number of directors
of the corporation shall be not less than one (1) nor more than twelve (12) as
fixed from time to time by resolution of the Board of Directors; provided that
no decrease in the number of directors shall shorten the term of any incumbent
directors. Directors need not be stockholders unless so required by the Articles
of Incorporation. If for any cause, the directors shall not have been elected at
an annual meeting, they may be elected as soon thereafter as convenient at a
special meeting of the stockholders called for that purpose in the manner
provided in these Bylaws.

    Section 16. Powers. The powers of the corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Articles of
Incorporation.

    Section 17. Election and Term of Office of Directors. Members of the Board
of Directors shall hold office for the terms specified in the Articles of
Incorporation, as it may be amended from time to time, and until their
successors have been elected as provided in the Articles of Incorporation.

    Section 18. Vacancies. Unless otherwise provided in the Articles of
Incorporation, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholder vote, be filled
only by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the director for which the vacancy was created or occurred and
until such director's successor shall have been elected and qualified. A vacancy
in the Board of Directors shall be deemed to exist under this Bylaw in the case
of the death, removal or resignation of any director.

    Section 19. Resignation. Any director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. When one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office for the unexpired portion of the term
of the director whose place shall be vacated and until his successor shall have
been duly elected and qualified.

    Section 20. Removal. Subject to the Articles of Incorporation, any director
may be removed by:

    (a.) the affirmative vote of the holders of a majority of the outstanding
shares of the Corporation then entitled to vote, with or without cause; or

    (b.) the affirmative and unanimous vote of a majority of the directors of
the Corporation, with the exception of the vote of the directors to be removed,
with or without cause.

    Section 21.    Meetings.

    (a.) Annual Meetings. The annual meeting of the Board of Directors shall
be held immediately after the annual meeting of stockholders and at the place
where such meeting is held. No notice of an annual meeting of the Board of
Directors shall be necessary and such meeting shall be held for the purpose of
electing officers and transacting such other business as may lawfully come
before it.

    (b.) Regular Meetings. Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Articles of Incorporation, regular meetings of the
Board of Directors may also be held at any place within or without the state of
Nevada which has been designated by resolution of the Board of Directors or the
written consent of all directors.

    (c.) Special Meetings. Unless otherwise restricted by the Articles of
Incorporation, special meetings of the Board of Directors may be held at any
time and place within or without the State of Nevada whenever called by the
Chairman of the Board, the President or any two of the directors.

    (d.) Telephone Meetings. Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.

    (e.) Notice of Meetings. Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing, by telephone,
facsimile,  telegraph or telex,  during normal business hours, at least
twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

    (f.) Waiver of Notice. The transaction of all business at any meeting of the
Board of Directors, or any committee thereof, however called or noticed, or
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.

    Section 22.    Quorum and Voting.

    (a.) Unless the Articles of Incorporation requires a greater number and
except with respect to indemnification questions arising under Section 43
hereof, for which a quorum shall be one-third of the exact number of directors
fixed from time to time in accordance with the Articles of Incorporation, a
quorum of the Board of Directors shall consist of a majority of the exact number
of directors fixed from time to time by the Board of Directors in accordance
with the Articles of Incorporation provided, however, at any meeting whether a
quorum be present or otherwise, a majority of the directors present may adjourn
from time to time until the time fixed for the next regular meeting of the Board
of Directors, without notice other than by announcement at the meeting.

    (b.) At each meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by the affirmative vote
of a majority of the directors present, unless a different vote be required by
law, the Articles of Incorporation or these Bylaws.

    Section 23. Action Without Meeting. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

    Section 24. Fees and Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.

    Section 25.    Committees.

    (a.) Executive Committee. The Board of Directors may by resolution passed by
a majority of the whole Board of Directors appoint an Executive Committee to
consist of one (1) or more members of the Board of Directors. The Executive
Committee, to the extent permitted by law and provided in the resolution of the
Board of Directors shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, including without limitation the power or authority to declare a
dividend, to authorize the issuance of stock and to adopt a certificate of
ownership and merger, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Articles of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation.

    (b.) Other Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, from time to time appoint such other
committees as may be permitted by law. Such other committees appointed by the
Board of Directors shall consist of one (1) or more members of the Board of
Directors and shall have such powers and perform such duties as may be
prescribed by the resolution or resolutions creating such committees, but in no
event shall such committee have the powers denied to the Executive Committee in
these Bylaws.

    (c.) Term. Each member of a committee of the Board of Directors shall serve
a term on the committee coexistent with such member's term on the Board of
Directors. The Board of Directors, subject to the provisions of subsections (a)
or (b) of this Bylaw may at any time increase or decrease the number of members
of a committee or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of
Directors may at any time for any reason remove any individual committee member
and the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

    (d.) Meetings. Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 25 shall be held at such times and places as are
determined by the Board of Directors, or by any such committee, and when notice
thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter. Special meetings of any such
committee may be held at any place which has been determined from time to time
by such committee, and may be called by any director who is a member of such
committee, upon written notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any director by attendance thereat, except when the director
attends such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee.

    Section 26. Organization. At every meeting of the directors, the Chairman of
the Board of Directors, or, if a Chairman has not been appointed or is absent,
the President, or if the President is absent, the most senior Vice President,
or, in the absence of any such officer, a chairman of the meeting chosen by a
majority of the directors present, shall preside over the meeting. The
Secretary, or in his absence, an Assistant Secretary directed to do so by the
President, shall act as secretary of the meeting.

  ARTICLE V - OFFICERS

    Section 27. Officers Designated. The officers of the corporation shall
include, if and when designated by the Board of Directors, the Chairman of the
Board of Directors, the Chief Executive Officer, the President, one or more Vice
Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the
Controller, all of whom shall be elected at the annual organizational meeting of
the Board of Direction. The Board of Directors may also appoint one or more
Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such
other officers and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such additional titles to one or
more of the officers as it shall deem appropriate. Any one person may hold any
number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the officers
of the corporation shall be fixed by or in the manner designated by the Board of
Directors.

    Section 28.    Tenure and Duties of Officers.

    (a.) General. All officers shall hold office at the pleasure of the Board of
Directors and until their successors shall have been duly elected and qualified,
unless sooner removed. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.

    (b.) Duties of Chairman of the Board of Directors. The Chairman of the Board
of Directors, when present, shall preside at all meetings of the stockholders
and the Board of Directors. The Chairman of the Board of Directors shall perform
other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors shall designate from
time to time. If there is no President, then the Chairman of the Board of
Directors shall also serve as the Chief Executive Officer of the corporation and
shall have the powers and duties prescribed in paragraph (c) of this Section 28.

    (c.) Duties of President. The President shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors, unless the Chairman
of the Board of Directors has been appointed and is present. Unless some other
officer has been elected Chief Executive Officer of the corporation, the
President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. The
President shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.

    (d.) Duties of Vice Presidents. The Vice Presidents may assume and perform
the duties of the President in the absence or disability of the President or
whenever the office of President is vacant. The Vice Presidents shall perform
other duties commonly incident to their office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.

    (e.) Duties of Secretary. The Secretary shall attend all meetings of the
stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.

    (f.) Duties of Chief Financial Officer. The Chief Financial Officer shall
keep or cause to be kept the books of account of the corporation in a thorough
and proper manner and shall render statements of the financial affairs of the
corporation in such form and as often as required by the Board of Directors or
the President. The Chief Financial Officer, subject to the order of the Board of
Directors, shall have the custody of all funds and securities of the
corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time. The President may direct the Treasurer or any Assistant Treasurer,
or the Controller or any Assistant Controller to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
Financial Officer,  and each Treasurer and Assistant Treasurer and each
Controller and Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time.

    Section 29. Delegation of Authority. The Board of Directors may from time to
time delegate the powers or duties of any officer to any other officer or agent,
notwithstanding any provision hereof.

    Section 30. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.

    Section 31. Removal. Any officer may be removed from office at any time,
either with  or without cause, by the affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE
CORPORATION

    Section 32. Execution of Corporate Instrument. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.

    Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All
other instruments and documents requiting the corporate signature, but not
requiring the corporate seal, may be executed as aforesaid or in such other
manner as may be directed by the Board of Directors.

    All checks and drafts drawn on banks or other depositories on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person .or persons as the Board of Directors shall authorize so
to do.

    Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

    Section 33. Voting of Securities Owned by the Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.

ARTICLE VII - SHARES OF STOCK

Section 34.    Form and Execution of Certificates.

Certificates for the shares of stock of the corporation shall be in such form as
is consistent with the Articles of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman of the Board of
Directors, or the President or any Vice President and by the Treasurer or
Assistant Treasurer or the Secretary or Assistant Secretary, certifying the
number of shares owned by him in the corporation. Any or all of the signatures
on the certificate may be facsimiles. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same effect as if
he were such officer, transfer agent, or registrar at the date of issue. Each
certificate shall state upon the face or back thereof, in full or in summary,
all of the powers, designations, preferences, and rights, and the limitations or
restrictions of the shares authorized to be issued or shall, except as otherwise
required by law, set forth on the face or back a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Within a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to this section or otherwise required by law or with respect to this
section a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Except as otherwise expressly provided by law, the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.

    Section 35.    Lost Certificates.

A new certificate or certificates shall be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. The
corporation may require, as a condition precedent to the issuance of a new
certificate or certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require or to give the corporation a surety bond in
such form and amount as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.

    Section 36.    Transfers

(a.) Transfers of record of shares of stock of the corporation shall be made
only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.

    (b.) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Nevada.

    Section 37.    Fixing Record Dates.

    (a.) In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting. If
no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

    (b.) In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than sixty (60) days prior
to such action. If no record date is filed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

    Section 38. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

    Section 39. Execution of Other Securities. All bonds, debentures and other
corporate securities of the corporation, other than stock certificates (covered
in Section 34), may be signed by the Chairman of the Board of Directors, the
President or any Vice President, or such other person as may be authorized by
the Board of Directors, and the corporate seal impressed thereon or a facsimile
of such seal imprinted thereon and attested by the signature of the Secretary or
an Assistant Secretary, or the Chief Financial Officer or Treasurer or an
Assistant Treasurer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the manual signature, or
where permissible facsimile signature, of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate  security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the corporation or
such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.

ARTICLE IX

DIVIDENDS

    Section 40. Declaration of Dividends. Dividends upon the capital stock of
the corporation, subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors pursuant to law at any regular
or special meeting. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.

    Section 41. Dividend Reserve. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

    Section 42. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

    Section 43. Indemnification of Directors, Executive Officers, Other
Officers, Employees and Other Agents.

    (a.) Directors Officers. The corporation shall indemnify its directors
and officers to the fullest extent not prohibited by the Nevada General
Corporation Law; provided, however, that the corporation may modify the extent
of such indemnification by individual contracts with its directors and officers;
and, provided, further, that the corporation shall not be required to indemnify
any director or officer in connection with any proceeding (or part thereof)
initiated by such person unless (I) such indemnification is expressly required
to be made by law, (ii) the proceeding was authorized by the Board of Directors
of the corporation, (iii) such indemnification is provided by the corporation,
in its sole discretion, pursuant to the powers vested in the corporation under
the Nevada General Corporation Law or (iv) such indemnification is required to
be made under subsection (d).

    (b.) Employees and Other Agents. The corporation shall have power to
indemnify its employees and other agents as set forth in the Nevada General
Corporation Law.

    (c.) Expense. The corporation shall advance to any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer, of
the corporation, or is or was serving at the request of the corporation as a
director or executive officer of another corporation, partnership, joint
venture, trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon receipt of an
undertaking by or on behalf of such person to repay said mounts if it should be
determined ultimately that such person is not entitled to be indemnified under
this Bylaw or otherwise.

    Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance shall be made by the corporation to an
officer of the corporation (except by reason of the fact that such officer is or
was a director of the corporation in which event this paragraph shall not apply)
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (I) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (ii) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner that such
person did not
believe to be in or not opposed to the best interests of the corporation.

    (d.) Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and officers
under this Bylaw shall be deemed to be contractual rights and be effective to
the same extent and as if provided for in a contract between the corporation and
the director or officer. Any right to indemnification or advances granted by
this Bylaw to a director or officer shall be enforceable by or on behalf of the
person holding such right in any court of competent jurisdiction if (I) the
claim for indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request therefor.
The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. In
connection with any claim for indemnification, the corporation shall be entitled
to raise as a defense to any such action that the claimant has not met the
standard of conduct that make it permissible  under the Nevada General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed. In connection with any claim by an officer of the corporation (except
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such officer is or was a director of
the corporation) for advances, the corporation shall be entitled to raise a
defense as to any such action clear and convincing evidence that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed in the best interests of the corporation, or with respect to any
criminal action or proceeding that such person acted without reasonable cause to
believe that his conduct was lawful. Neither the failure of the corporation
(including  its Board of  Directors,  independent  legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Nevada
General Corporation Law, nor an actual determination by the corporation
(including  its Board of  Directors,  independent  legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct. In any suit brought by a director or
officer to enforce a right to indemnification or to an advancement of expenses
hereunder, the burden of proving that the director or officer is not entitled to
be indemnified, or to such advancement of expenses, under this Article XI or
otherwise shall be on the corporation.

    (e.) Non-Exclusivity of Rights. The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may have
or hereafter  acquire under any statute,  provision of the Articles of
Incorporation,  Bylaws,  agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the Nevada General Corporation Law.

    (f.) Survival of Rights. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

    (g.) Insurance. To the fullest extent permitted by the Nevada General
Corporation Law, the corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or permitted to be
indemnified pursuant to this Bylaw.

    (h.) Amendments. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

    (I.) Saving Clause. If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer to the full
extent not prohibited by any applicable portion of this Bylaw that shall not
have been invalidated, or by any other applicable law.

    (j.) Certain Definitions. For the purposes of this Bylaw, the following
definitions shall apply:

(I.) The term "proceeding" shall be broadly construed and shall include, without
limitation, the investigation, preparation, prosecution, defense, settlement,
arbitration and appeal of, and the giving of testimony in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.

(ii.) The term "expenses" shall be broadly construed and shall include, without
limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in
settlement or judgment and any other costs and expenses of any nature or kind
incurred in connection with any proceeding.

(iii.) The term the "corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent or another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Bylaw with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

(iv.) References to a "director," "executive officer," "officer," "employee," or
"agent" of the corporation shall include, without limitation, situations where
such person is serving at the request of the corporation as, respectively, a
director, executive officer, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

(v.) References to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Bylaw.

ARTICLE XII

NOTICES

    Section 44. Notices.

    (a.) Notice to Stockholders. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be given in
writing, timely and duly deposited in the United States mail, postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.

    (b.) Notice to directors. Any notice required to be given to any
director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such director.

    (c.) Affidavit of Mailing. An affidavit of mailing, executed by a duly
authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.

    (d.) Time Notices Deemed Given. All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing, and all
notices given by facsimile, telex or telegram shall be deemed to have been given
as of the sending time recorded at time of transmission.

    (e.) Methods of Notice. It shall not be necessary that the same method
of giving notice be employed in respect of all directors, but one permissible
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.

    (f.) Failure to Receive Notice. The period or limitation of time within
which any stockholder may exercise any option or right, or enjoy any privilege
or benefit, or be required to act, or within which any director may exercise any
power or right, or enjoy any privilege, pursuant to any notice sent him ill the
manner above provided, shall not be affected or extended
in any manner by the failure of such stockholder or such director to receive
such notice.

    (g.) Notice to Person with Whom Communication Is Unlawful. Whenever
notice is required to be given, under any provision of law or of the Articles of
Incorporation  or Bylaws of the  corporation,  to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
require and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of the Nevada
General Corporation Law, the certificate shall state, if such is the fact and if
notice is required, that notice was given to all persons entitled to receive
notice except such persons with whom communication is unlawful.

    (h.) Notice to Person with Undeliverable Address. Whenever notice is
required to be given,  under any provision of law or the Articles of
Incorporation or Bylaws of the corporation, to any stockholder to whom (I)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Nevada General Corporation Law, the certificate need not state
that notice was not given to persons to whom notice was not required to be given
pursuant to this paragraph.

ARTICLE XII

AMENDMENTS

    Section 45.  Amendments.

    The Board of Directors shall have the power to adopt, amend, or repeal
Bylaws as set forth in the Articles of Incorporation.

ARTICLE XIV

LOANS TO OFFICERS

    Section 46. Loans to Officers. The corporation may lend money to, or
guarantee any
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiaries, including any officer or employee who is a
Director of the corporation or its subsidiaries, whenever, in the judgment of
the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance may
be with or without interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation. Nothing in these Bylaws shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.


Declared as the Revised By-laws of Four Peaks Group, Inc. as of the 28th day of
June 1996, 1999.


Signature of Officer:
James E. Pitochelli
President and Secretary

[CAPTION]
Exhibit 4.1
SPECIMEN OF COMMON STOCK CERTIFICATE
Four Peaks Group, Inc.

[________]NUMBER                       SHARES[________]
           INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
        100,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE


 COMMON STOCK                   CUSIP 350895 10 8
    SEE REVERSE FOR CERTAIN
    DEFINITIONS
THIS CERTIFIES THAT

Is the RECORD HOLDER OF      SHARES OF FULLY PAID AND NON-ASSESSABLE SHARES OF
COMMON STOCK OF FOUR PEAKS GROUP, INC.
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE
AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE LAWS OF THE STATE OF
NEVADA, AND TO THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE CORPORATION,
AS NOW OR HEREAFTER AMENDED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED
BY THE TRANSFER AGENT.

WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.

Dated:

[SEAL OF Four Peaks Group, Inc.}

SHIRLEY A. BETHURUM
- -----------------------
President, Secretary

    COUNTERSIGNED
  Alexis Stock Transfer
  P.O. Box 1405
  Rancho Mirage, CA 92270

  By"illegible signature"
                                         The following abbreviations, when used
in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties           (Cust)   (Minor)
JT TEN  - as joint tenants with right      under Uniform Gifts to Minors
      of survivorship and not as       Act ________________________
        tenants in common                  (State)

       Additional abbreviation may also be used though not in above list.

       FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
----------------------------------------

----------------------------------------

__________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint

__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated,  ---------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.

<EXHIBIT> CONSENT OF FORMER INDEPENDENT ACCOUNTANT

MICHAEL A. SEGELSTEIN
CERTIFIED PUBLIC ACCOUNTANT
144-12 76th Avenue
Flushing, NY 11367

Board of Directors
Four Peaks Group, Inc.
Las Vegas, Nevada


I have reviewed Item 8 of the Company's Annual Report on Form 10KSB, Changes in
and Disagreements with Independent Accountants, and agree with the statements
set forth therein by the Company.

MICHAEL A. SEGELSTEIN
-------------------------
MICHAEL A. SEGELSTEIN
Certified Public Accountant
Flushing, NY
March 24, 2000


THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET OF FOUR PEAKS GROUP, INC. AS OF DECEMBER 31, 1999,
1998 AND 1997 AND THE RELATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE
ELEVEN MONTHS AND THE YEARS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
[CIK]             0001101089
[NAME]            FOUR PEAKS GROUP, INC.
[MULTIPLIER]                  1000
 [CURRENCY]                   U.S. DOLLARS

[PERIOD-TYPE]                 11-MOS          YEAR                 YEAR
[FISCAL-YEAR-END]             DEC-31-1999     DEC-31-1998          DEC-31-1997
[PERIOD-START]                JAN-01-1999     JAN-01-1998          JAN-01-1997
[PERIOD-END]                  NOV-30-1999     DEC-31-1998          DEC-31-1997
[EXCHANGE-RATE]               1.00            1.00                 1.00
[CASH]                        0               0                    0
[SECURITIES]                  0               0                    0
[RECEIVABLES]                 0               0                    0
[ALLOWANCES]                  0               0                    0
[INVENTORY]                   0               0                    0
[CURRENT-ASSETS]              0               0                    0
[PP&E]                        0               0                    0
[DEPRECIATION]                0               0                    0
[TOTAL-ASSETS]                0               0                    0
[CURRENT-LIABILITIES]         0               0                    0
[BONDS]                       0               0                    0
[PREFERRED-MANDATORY]         0               0                    0
[PREFERRED]                   0               0                    0
[COMMON]                      2               2                    2
[OTHER-SE]                   (2)             (2)                  (2)
[TOTAL-LIABILITY-AND-EQUITY]  0               0                    0
[SALES]                       0               0                    0
[TOTAL-REVENUES]              0               0                    0
[CGS]                         0               0                    0
[TOTAL-COSTS]                 0               0                    0
[OTHER-EXPENSES]              0               0                    0
[LOSS-PROVISION]              0               0                    0
[INTEREST-EXPENSE]            0               0                    0
[INCOME-PRETAX]               0               0                    0
[INCOME-TAX]                  0               0                    0
[INCOME-CONTINUING]           0               0                    0
[DISCONTINUED]                0               0                    0
[EXTRAORDINARY]               0               0                    0
[CHANGES]                     0               0                    0
[NET-INCOME]                  0               0                    0
[EPS-BASIC]                   0               0                    0
[EPS-DILUTED]                 0               0                    0