UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
          ENDED SEPTEMBER 30, 2000.

                           OR

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
          FROM _____ TO _____.

                        COMMISSION FILE NUMBER: 000-26211
                                                ---------

                             EIGHT BALL CORPORATION,
                         d/b/a/ Westchester Sports Grill
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                 95-4666270
--------------------------------            --------------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              Identification No.)

  5630 West Manchester Boulevard
         Los Angeles, California                      90045
----------------------------------------    --------------------
(Address of principal executive offices)         (Zip Code)

                                 (310) 670-2366
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
              ----------------------------------------------------
                         (Former name or former address,
                          if changed since last report)


Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No


<PAGE>

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

           Class:                   Outstanding at September 30, 2000:
Common Stock, $.001 par value                  150,000 shares

Transitional Small Business Disclosure Format (check one):
YES [ ]   NO [X]


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


                             EIGHT BALL CORPORATION

                              FINANCIAL STATEMENTS

                               September 30, 2000
                                December 31, 1999


                                                         TABLE OF CONTENTS


                                                               Page
                                                              ------
 Independent Accountant's Report                                1

 Financial Statements

       Balance Sheets                                           2

       Statements of Operations                                 3-4

       Statements of Stockholders' Equity                       5

       Statements of Cash Flows                                 6-7

       Notes to Financial Statements                            8-9



<PAGE>


                         Independent Auditor's Report


Board of Directors
Eight Ball Corporation
Las Vegas, Nevada


     I have reviewed the accompanying balance sheet of Eight Ball Corporation as
of September 30, 2000 and the related  statements of  operations,  stockholders'
equity,  and cash flows for the nine month  period then ended.  These  financial
statements are the responsibility of the Company's management.

     I conducted  my review in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, I do not express such an opinion.

     Based on my  review,  I am not  aware of any  material  modifications  that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles.



/s/ KURT D. SALIGER C.P.A.
    ----------------------
    KURT D. SALIGER, C.P.A.
    Certified Public Accountant
    November 07, 2000
    Las Vegas, Nevada



                                      -1-
<PAGE>



                             EIGHT BALL CORPORATION
                                 BALANCE SHEETS
                                  (Unaudited)


<TABLE>
<CAPTION>


                                                           Sept. 30, 2000       December 31, 1999
<S>                                                        <C>                  <C>
                ASSETS
CURRENT ASSETS
        Cash                                               $       326          $        245
        Inventory                                          $    15,737          $      9,702
        Accounts Receivable                                $         0          $          0
                                                           --------------       -----------------
                TOTAL CURRENT ASSETS                       $    16,063          $      9,947

PROPERTY AND EQUIPMENT, NET                                $    19,647          $     22,005

OTHER ASSETS                                               $         0          $          0
                                                           --------------       -----------------
                        TOTAL ASSETS                       $    35,710          $     31,952
                                                           ==============       =================

        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
        Accounts Payable                                   $    39,725          $     28,173
        Accrued Liabilities                                $    20,278          $     29,738
        Current Portion, Long Term Debt                    $         0          $          0
                                                           --------------       -----------------
                TOTAL CURRENT LIABILITIES                  $    60,003          $     57,911

LONG-TERM DEBT                                             $         0          $          0

STOCKHOLDERS' EQUITY
        Common stock: $.001 par value
        authorized 50,000,000 shares;
        issued and outstanding
        150,000 shares                                     $       150          $        150

        Additional Paid in Capital                         $    74,850          $     74,850

        Retained Earnings (Deficit)                        $   (99,293)         $   (100,959)
                                                           ---------------      -----------------
                TOTAL STOCKHOLDERS' EQUITY                 $   (24,293)         $    (25,959)
                                                           ---------------      -----------------
                        TOTAL LIABILITIES AND
                        STOCKHOLDERS' EQUITY               $    35,710          $     31,952
                                                           ===============      =================



</TABLE>

     See Accompanying Notes to Financial Statements.



                                      -2-
<PAGE>


                             EIGHT BALL CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            For the nine months ended
                                                  September 30,
                                        2000                 1999
                                        -----------          --------------
<S>                                     <C>                  <C>
REVENUES                                $   217,564          $      122,633
COSTS OF REVENUES                       $   (68,138)         $      (57,143)
                                        -----------          --------------
        GROSS PROFIT                    $   149,426          $       65,491

OPERATING EXPENSES
        Selling, general and
                administrative          $   145,402          $       89,374
        Depreciation                    $     2,358          $        4,716
                                        -----------          --------------
        TOTAL OPERATING EXPENSES        $   147,760          $       94,090
                                        -----------          --------------
        INCOME (LOSS) FROM OPERATIONS   $     1,666          $      (28,599)

OTHER INCOME (EXPENSES)
        Gain on sale of assets          $         0          $            0
        Interest expense                $         0          $            0
                                        -----------          --------------
INCOME (LOSS) BEFORE INCOME TAXES       $     1,666          $      (28,599)
        Income Taxes                    $         0          $            0
                                        -----------          --------------
        NET PROFIT (LOSS)               $     1,666          $      (28,599)
                                        ===========          ==============

        NET PROFIT (LOSS) PER SHARE     $    0.1111          $      (0.1907)
                                        ===========          ==============
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING                 150,000                 150,000
                                        ===========          ==============

</TABLE>

     See Accompanying Notes to Financial Statements.


                                      -3-
<PAGE>


                             EIGHT BALL CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            For the three months ended
                                                  September 30,
                                        2000                 1999
                                        -----------          --------------
<S>                                     <C>                  <C>
REVENUES                                $    72,521          $       40,878
COSTS OF REVENUES                       $   (22,713)         $      (19,048)
                                        -----------          --------------
        GROSS PROFIT                    $    49,809          $       21,830

OPERATING EXPENSES
        Selling, general and
                administrative          $    48,467          $       29,791
        Depreciation                    $       786          $        1,572
                                        -----------          --------------
        TOTAL OPERATING EXPENSES        $    49,253          $       31,363
                                        -----------          --------------
        INCOME (LOSS) FROM OPERATIONS   $       555          $       (9,533)

OTHER INCOME (EXPENSES)
        Gain on sale of assets          $         0          $            0
        Interest expense                $         0          $            0
                                        -----------          --------------
INCOME (LOSS) BEFORE INCOME TAXES       $       555          $       (9,533)
        Income Taxes                    $         0          $            0
                                        -----------          --------------
        NET PROFIT (LOSS)               $       555          $       (9,533)
                                        ===========          ==============

        NET PROFIT (LOSS) PER SHARE     $    0.0037          $      (0.0636)
                                        ===========          ==============
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING                 150,000                 150,000
                                        ===========          ==============

</TABLE>

     See Accompanying Notes to Financial Statements.


                                      -4-
<PAGE>



                             EIGHT BALL CORPORATION
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    Nine months ended September 30, 2000 and
                        the year ended December 31, 1999
                                  (Unaudited)


<TABLE>
<CAPTION>
                                       Common Stock
                                       ---------
                                       Number                        Additional     Retained
                                        of                           Paid-In        Earnings
                                       Shares         Amount         Capital        (Deficit)
                                       -----------    -----------    -----------    -----------
<S>                                    <C>            <C>            <C>            <C>
Balance at January 1, 1997                       0    $         0    $         0    $        0

October 9, 1997
issued for cash                             50,000    $        50    $    49,950

Net (Loss) for
the period October 9,
1997 (Inception) to
December 31, 1997                                                                   $   (1,227)
                                       -----------    -----------    -----------    -----------
Balance at December 31, 1997                50,000    $        50    $    49,950    $   (1,227)

September 15, 1998
public offering
Regulation D
issued for cash                            100,000    $       100    $    24,900

Net (Loss) January 1, 1998
to December 31, 1998                                                                $  (61,600)
                                       -----------    -----------    -----------    -----------
Balance at December 31, 1998               150,000    $       150    $    74,850    $  (62,827)

Net (Loss) January 1, 1999
 to December 31, 1999                                                               $  (38,132)

Net Income January 1, 2000
 to September 30, 2000                                                              $    1,666
                                       -----------    -----------    -----------    -----------
Balance September 30, 2000                 150,000    $       150    $    74,850    $  (99,293)
                                       ===========    ===========    ===========    ===========



</TABLE>


       See Accompanying Notes to Financial Statements.



                                      -5-
<PAGE>



                             EIGHT BALL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     For the nine months ended
                                                           September 30,
                                                  2000               1999
                                                  -----------        --------------
<S>                                               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)                                 $    1,666         $     (28,599)
Adjustments to reconcile net income (loss)
   to cash provided (used)
   by operating activities:
        Depreciation                              $    2,358         $       4,716
        Decrease - accounts receivable            $        0         $           0
        Increase in inventory                     $   (6,035)        $      (3,042)
        Increase in accounts payable              $   11,552         $      14,139
        Decrease - accrued liabilities            $        0         $      12,851
       (Increase) accrued liabilities             $   (9,460)
                                                  -----------        --------------
Net cash provided by operating activities         $       81         $          65
                                                  -----------        --------------
CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase property & equipment             $        0         $           0

                                                  -----------        --------------
Net cash provided (used in)
        investing activities                      $        0         $           0
                                                  -----------        --------------

CASH FLOWS FROM FINANCING ACTIVITIES

        Issue common stock                        $         0        $           0
                                                  -----------        --------------
        Net increase (decrease) cash              $        81        $          65

        Cash, Beginning                           $       245        $         641
                                                  -----------        --------------
        Cash, Ending                              $       326        $         706
                                                  ===========        ==============



</TABLE>

     See Accompanying Notes to Financial Statements


                                      -6-
<PAGE>


                             EIGHT BALL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     For the three months ended
                                                           September 30,
                                                  2000               1999
                                                  -----------        --------------
<S>                                               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)                                 $      555         $      (9,533)
Adjustments to reconcile net income (loss)
   to cash provided (used)
   by operating activities:
        Depreciation                              $      786         $       1,572
        Decrease - accounts receivable            $        0         $           0
        Increase in inventory                     $   (6,116)        $      (3,042)
        Increase in accounts payable              $   10,800         $       4,139
        Decrease - accrued liabilities            $        0         $       6,808
       (Increase) accrued liabilities             $   (6,225)
                                                  -----------        --------------
Net cash provided by operating activities         $     (200)        $         (56)
                                                  -----------        --------------
CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase property & equipment             $        0         $           0

                                                  -----------        --------------
Net cash provided (used in)
        investing activities                      $        0         $           0
                                                  -----------        --------------

CASH FLOWS FROM FINANCING ACTIVITIES

        Issue common stock                        $         0        $           0
                                                  -----------        --------------
        Net increase (decrease) cash              $      (200)       $         (56)

        Cash, Beginning                           $       526        $         398
                                                  -----------        --------------
        Cash, Ending                              $       326        $         342
                                                  ===========        ==============



</TABLE>

     See Accompanying Notes to Financial Statements



                                      -7-
<PAGE>



                             EIGHT BALL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 30, 2000


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized October 9, 1997 under the laws of the State of Nevada,
under the name Eight Ball Corporation. The Company operates in the pool hall and
restaurant industries.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company records income and expenses on the accrual method of accounting.

Estimates

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

Cash and equivalents

For the statements of cash flows, all highly liquid investments with maturity of
three months or less are considered to be cash  equivalents.  There were no cash
equivalents at any time.

Inventory

Inventories are stated at the lower of cost (which approximates first-in,  first
-out cost) or market.

Property and equipment

Property and  equipment is stated at cost.  Depreciation  is recorded  using the
straight-line  method  over the  estimated  useful life of the asset of three to
seven years.

Income taxes

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with Statement of Financial  Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary  differences  between  financial and tax  reporting.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and liabilities.


                                      -8-
<PAGE>

                             EIGHT BALL CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                   (Unaudited)
                               September 30, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loss Per Share

Net loss per  share is  provided  in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 128 (SFAS #128)  "Earnings Per Share." Basic loss per
share is computed by dividing  losses  available to common  stockholders  by the
weighted average number of common shares outstanding during the period.  Diluted
loss per share  reflects per share amounts that would result if dilutive  common
stock  equivalents had been converted to common stock. As of September 30, 2000,
the Company had no dilutive common stock equivalents such as stock options.

NOTE 3 - STOCKHOLDERS' EQUITY

The  authorized  common stock of Eight Ball  Corporation  consists of 50,000,000
shares with a par value of $0.001 per share.

On October 9, 1997,  the Company  issued  50,000  shares of its common stock for
$50,000 cash.

On September 15, 1998, the Company  completed a public offering that was offered
without  registration under the Securities Act of 1933, as amended,  in reliance
upon the exemption from  registration  afforded by sections 4(2) and 2(b) of the
Securities Act and Regulation D promulgated thereunder. The Company sold 100,000
shares at a price of $0.04 per share for a total amount raised of $25,000.

NOTE 4 - COMMITMENTS AND CONTINGENCIES
Operating leases

The Company  leases retail space for its  restaurant and pool hall. The facility
lease is for a period of two years and five months. The lease provides a renewal
option of two five-year additional terms. Total rent expense was $67,092 for the
period ended September 30, 2000.

Estimated future minimum lease payments as of September 30, 2000 are as follows:

Year ending December 31, 2000          $0

Year ending December 31, 2001          $0

Year ending December 31, 2002          $0

Year ending December 31, 2003          $0

Year ending December 31, 2004          $0
                                      -----
                                       $0




                                      -9-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

GENERAL OVERVIEW

         The Registrant,  Eight Ball Corporation, is a Nevada corporation formed
on October 9, 1997. It is currently doing business as Westchester  Sports Grill.
Westchester  Sports  Grill is located  at 5630 West  Manchester  Boulevard,  Los
Angeles,  California,  90045.  Since its  opening  in July of 1998,  Westchester
Sports Grill has served the  residential,  university,  commercial,  and tourist
communities in its surrounding areas.  Westchester Sports Grill provides dining,
including  alcoholic  beverages,  and  entertainment  services to its customers.
Westchester Sports Grill's niche is in providing:

     o live bands  performing  Hispanic  dance  music,  with  dancing  areas;
     o sports-oriented  entertainment  including  video  games,  billiard
       tables, and television monitors showing sports events and news; and
     o restaurant dining that provides a hint of Mexican flavor to an American
       cuisine.

RESULTS OF OPERATIONS

THREE MONTHS ENDED  SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1999.

         REVENUES.  For the three months ended September 30, 2000, revenues were
approximately $73,000, an increase of approximately $32,000,  versus revenues of
approximately  $41,000  for the three  months  ended  September  30,  1999.  The
increase in revenues for the 2000 period was due primarily to an increase in the
average number of the Company's restaurant and bar patrons, as well as increased
customer awareness of the Company.

         Costs of revenues  increased from  approximately  $19,000 for the three
months ended  September 30, 1999 to $23,000 for the three months ended September
30, 2000, an increase of 19%. This increase was directly related to the increase
in sales of 178%.  Gross profits  increased from  approximately  $22,000 for the
three  months  ended  September  30, 1999 to $50,000 for the three  months ended
September 30, 2000.

         OPERATING EXPENSES.  Operating  expenses,  as a percentage of revenues,
decreased from 77% for the three months ended  September 30, 1999 to 68% for the
three months ended September 30, 2000. This decrease in operating  expenses as a
percentage  of revenues for the three months ended  September  30, 2000 occurred
primarily due to more effective management cost controls.

         Selling, general and administrative expenses increased to approximately
$48,000 for the three months  ended  September  30, 2000 versus  $30,000 for the
three months ended  September  30, 1999.  This  increase was due primarily to an
increase in the Company's customer service operations.

         NET LOSSES.  For the three months ended  September 30, 2000, net profit
from operations totaled approximately $560, compared to a net loss of $9,500 for
the three months ended  September 30, 1999.  This was due primarily to expansion
of Westchester Sports Grill's dining and entertainment services.

                                      -10-
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999.

         REVENUES.  For the nine months ended September 30, 2000,  revenues were
approximately $218,000, an increase of approximately $95,000, versus revenues of
approximately  $123,000  for the nine  months  ended  September  30,  1999.  The
increase in revenues for the 2000 period was due primarily to increased exposure
of Westchester Sports Grill's entertainment  features,  such as its provision of
live band performances.

         Costs of revenues  increased  from  approximately  $57,000 for the nine
months ended  September 30, 1999 to $68,000 for the nine months ended  September
30,  2000,  an increase of  approximately  $11,000.  This  increase was directly
related to the  increase  in sales of  $95,000.  Gross  profits  increased  from
approximately  $65,400 for the nine months ended  September 30, 1999 to $149,000
for the nine months ended September 30, 2000.

         OPERATING EXPENSES.  Operating  expenses,  as a percentage of revenues,
decreased  from 77% for the nine months ended  September 30, 1999 to 68% for the
nine months ended September 30, 2000.  This decrease in operating  expenses as a
percentage  of revenues for the nine months ended  September  30, 2000  occurred
primarily due to more effective management cost controls.

         Selling,   general   and   administrative   expenses   increased   from
approximately  $89,000 for the nine months ended  September 30, 1999 to $145,400
for the nine months ended September 30, 2000. This increase was due primarily to
an increase in the Company's customer service operations.

         NET LOSSES.  For the nine months ended  September 30, 2000,  net profit
from operations totaled approximately $1,600,  compared to a net loss of $28,600
for the  nine  months  ended  September  30,  1999.  This was due  primarily  to
expansion of Westchester Sports Grill's dining and entertainment services.

LIQUIDITY AND CAPITAL RESOURCES

         The ability of the Company to satisfy its  obligations  depends in part
upon its ability to reach a profitable  level of operations and curing short and
long-term financing to continue  development of its restaurant and entertainment
operations  through  Westchester  Sports Grill. There is no assurance that short
and long-term  financing can be obtained to fulfill the Company's capital needs.
If needed,  the  Company's  management  may offer  short-term  loans in order to
provide liquidity for Westchester  Sports Grill.  Without the short or long-term
financing,  the Company will attempt to sell additional common stock to meet its
current and future  capital  needs.  If the Company is not able to obtain either
short or long-term  funding or funding through the sale of its common stock, the
Company would be unlikely to continue its operations.

         Our prospects  must be  considered in light of the risks,  expenses and
difficulties   frequently   encountered  by  companies  in  the  restaurant  and
entertainment  businesses.  Such risks include,  but are not limited to, a large
amount of  competing  businesses.  To address  these risks we must,  among other
things,   continue  to  expand  our  niche  in  providing  live  Hispanic  music
entertainment and high-quality  Mexican-American cuisine. Currently, the Company
has no material commitments for capital expenditures.  There can be no assurance
that we will be successful in  addressing  such risks,  and the failure to do so
can have a material  adverse  effect on our  financial  condition and results of
operations.

                                      -11-
<PAGE>

STATEMENT ON FORWARD-LOOKING INFORMATION

         Certain  information  included herein  contains  statements that may be
considered   forward-looking,   such  as  statements   relating  to  anticipated
performance and financing  sources.  Any  forward-looking  statement made by the
Company  necessarily is based upon a number of estimates and  assumptions  that,
while considered reasonable by the Company, is inherently subject to significant
business,  economic and competitive  uncertainties  and  contingencies,  many of
which are beyond the control of the Company,  and are subject to change.  Actual
results of the Company's operations may vary materially from any forward-looking
statement made by or on behalf of the Company. Forward-looking statements should
not be regarded as a representation  by the Company or any other person that the
forward-looking statements will be achieved. Undue reliance should not be placed
on any forward-looking  statements.  Some of the contingencies and uncertainties
to which any forward-looking  statement contained herein is subject include, but
are not  limited  to,  those  relating to  dependence  on  existing  management,
Internet  regulation,  leverage and debt  service,  domestic or global  economic
conditions  and  changes in federal or state tax laws or the  administration  of
such laws.



                          PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K.

(a)      Exhibits.

Exhibit
No.                          Description
-----       -------------------------------------------------

3.1         Articles of Incorporation
                of Eight Ball Corporation,
                d/b/a/ Westchester Sports Grill.

3.2         Bylaws
                of Eight Ball Corporation,
                d/b/a/ Westchester Sports Grill.

(b)         Reports on Form 8-K.

            The Company  filed a report on Form 8-K on January 16, 2001
            regarding  the delayed filing of this Form 10-QSB for the period
            ending September 30, 2000.



                                      -12-
<PAGE>


                                   SIGNATURES


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


                             EIGHT BALL CORPORATION,
                         d/b/a Westchester Sports Grill
                         ------------------------------
                                  (Registrant)

Date:    March 9, 2001
         ----------------

/s/ ALFONSO HERNANDEZ, JR.
    ----------------------
    ALFONSO HERNANDEZ, JR.
    PRESIDENT
    EIGHT BALL CORPORATION,
    d/b/a Westchester Sports Grill




                                      -13-
<PAGE>

EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                             EIGHT BALL CORPORATION

Know all men by these present;
That the undersigned,  have this day voluntarily  associated  ourselves together
for the purpose of forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010. to Nevada Revised Statues 78.090  inclusive,  as
amended, and certify that;

1. The name of this corporation is:  Eight Ball Corporation

2. Offices for the  transaction  of any business of the  Corporation,  and where
meetings  of the Board of  Directors  and of  Stockholders  may be held,  may be
established  and maintained in any part of the State of Nevada,  or in any other
state, territory, or possession of the United States.

3. The nature of the business is to engage in any lawful
activity.

4. The Capital Stock shall consist of50,OOO,OOO shares of common
stock, $0.001 par value.

5. . The  members  of the  governing  board of the  corporation  shall be styled
directors, of which there shall be no less than 1 nor more than 9. The Directors
of this corporation  need not be stockholders.  The first Board of Directors is:
Jose F. Garcia whose address is 3655 Campbell Road, Las Vegas, NV 89129.

6. This corporation shall have perpetual existence.
The name and address of each of the incorporators signing these
Articles of Incorporation are as follows: Jose F. Garcia whose
address is. 3655  Campbell Rd.. NV 89129.
8. This Corporation shall have a president. a secretary , a
treasurer. and a resident agent. to be chosen by the Board of
Directors. any person may hold two or more offices.

9. The resident agent of this Corporation shall be Cathy Souers.
1700 E. Desert Inn #100, Las Vegas. NV 89109.

10. The Capital Stock of the corporation,  after the fixed consideration thereof
has  been  paid or  performed,  shall  not be  subject  to  assessment,  and the
individual  liable for the debts and  liabilities  of the  Corporation.  and the
Articles of Incorporation shall never be amended as the aforesaid provisions.

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

I, the undersigned, being the incorporator herein above named for the purpose of
forming a corporation  pursuant to the general  corporation  law of the State of
Nevada, do make and file these Articles of  Incorporation,  hereby declaring and
that the facts within stated are true, and accordingly have hereunto set my hand
this 9th day of Oct., 1997.

                                                     By:/s/ JOSE F. GARCIA
                                                            --------------
                                                            JOSE F. GARCIA
                                                            3655 Campbell Road
                                                            Las Vegas, NV 89129

                                      -14-
<PAGE>

State of NEVADA   )
                  )ss
County of CLARK   )

On 10-9-97,  Jose F. Garcia,  personally  appeared  known to me to be the person
whose name is acknowledged that he executed the instrument before me, subscribed
to above instrument who acknowledged  that he executed the instrument before me,
a notary public.

                                                       /s/  CATHY SOUERS
                                                            ------------
                                                            CATHY SOUERS

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT

In the matter of Eight Ball  Corporation I, Cathy Souers,  with address at: 1700
E. Desert Inn, City of LAS VEGAS, County of CLARK, State of NEVADA 89109, hereby
accept  appointment  as  Resident  Agent of the  above-entitled  corporation  in
accordance with NRS 78.090.

FURTHERMORE,  that the  principal  office in this  State is  located  at 1700 E.
Desert Inn #100, City of LAS VEGAS County of CLARK, State of NEVADA 89109.

IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of
Oct., 1997.

/s/   CATHY SOUERS
      ------------
      CATHY SOUERS
      RESIDENT AGENT

NRS  78.090  Except  any  period  of  vacancy  described  in NRS  78.097,  every
corporation  shall have a resident  agent,  who may wither a natural person or a
corporation,  resident  or located  in this  State,  in charge of its  principal
office.  The  resident  agent may be any bank or banking  corporation,  or other
corporation.  located and doing  business in this State...  The  certificate  of
acceptance  must be filed at the time of the  initial  filing  of the  corporate
papers.




                                      -15-
<PAGE>

EXHIBIT 3.2

                                     BY-LAWS
                                       OF
                             EIGHT BALL CORPORATION

                                   ARTICLE I

SECTION 1. The annual meeting of the  stockholders  of the Company shall be held
at its office in the City of Las Vegas,  Clark County,  Nevada, at 10:00 o'clock
in the Morning on the ninth day of October in each year, if not a legal holiday,
and if a legal holiday, then on the next succeeding day not a legal holiday, for
the purpose of  electing  directors  of the company to serve  during the ensuing
year and for the transaction of such other business as may be brought before the
meeting.

At least five  days'  written  notice  specifying  the time and place,  when and
where, the annual meeting shall be convened,  shall be mailed in a United States
Post  Office  addressed  to each of the  stockholders  of  record at the time of
issuing the notice at his or her, or its address last known, as the same appears
on the books of the company.

SECTION 2. Special meetings of the stockholders may be held at the office of the
company in the State of Nevada , or elsewhere, whenever called by the President,
or by the Board of  Directors,  or by vote of, or by an  instrument  in  writing
signed by the holders of 10% of the issued and outstanding  capital stock of the
company.  At least ten days' written notice of such meeting,  specifying the day
and hour and place,  when and where such meeting shall be convened,  and objects
for calling the same, shall be mailed in a United States Post Office,  addressed
to each of the stockholders of record at the time of issuing the notice,  at his
or her or its  address  last  known,  as the same  appears  on the  books of the
company.

SECTION  3. If all the  stockholders  of the  company  shall  waive  notice of a
meeting,  no notice of such meeting  shall be required,  and whenever all of the
stockholders  shall meet in person or by proxy,  such meeting shall be valid for
all purposes  without call or notice,  and at such meeting any corporate  action
may be taken.  The written  certificate  of the officer or officers  calling any
meeting setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and the respective addresses to
which the same were mailed, shall be prima facie evidence of the manner and fact
of the calling and giving such notice.

If the address of any stockholder does not appear upon the books of the company,
it will.  be  sufficient  to  address  any  notice  to such  stockholder  at the
principal office of the corporation.

SECTION 4. All  business  lawful to be  transacted  by the  stockholders  of the
company  , may  be  transacted  at any  special  meeting  or at any  adjournment
thereof. Only such business,  however, shall be acted upon at special meeting of
the  stockholders  as shall have been  referred  to in the notice  calling  such
meetings,  but at any  stockholders'  meeting  at which  all of the  outstanding
capital stock of the company is represented,  either in person or by proxy , any
lawful  business  may be  transacted,  and such  meeting  shall be valid for all
purposes.

SECTION 5. At the  stockholders'  meetings the holders of fifty-one percent ( 51
%) in amount of the entire issued and outstanding  capital stock of the company,
shall constitute a quorum for all purposes of such meetings.

If the holders of the amount of stock  necessary  to  constitute  a quorum shall
fail to  attend,  in person or by  proxy,  at the time and place  fixed by these
By-Laws for any annual  meeting,  or fixed by a notice as above  provided  for a
special meeting, a majority in interest of the stockholders present in person or
by proxy may adjourn from time to time without notice other than by announcement
at the meeting,  until holders of the amount of stock  requisite to constitute a
quorum shall attend.  At any such adjourned;  meeting at which a quorum shall be
present,  any business may be  transacted  which might have been  transacted  as
originally called.

                                      -16-
<PAGE>

SECTION  6. At each  meeting  of the  stockholders  every  stockholder  shall be
entitled  to vote  in  person  or by his  duly  authorized  proxy  appointed  by
instrument in writing  subscribed by such  stockholder or by his duly authorized
attorney.  Each stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the  corporation,  ten days
preceding the day of such meeting.  The votes for directors,  and upon demand by
any stockholder,  the votes upon any question before the meeting,  shall be viva
voce.

At each  meeting  of the  stockholders,  a full,  true  and  complete  list,  in
alphabetical  order, of all the  stockholders  entitled to vote at such meeting,
and indicating the number of shares held by each,  certified by the Secretary of
the Company , shall be furnished, which list shall be prepared at least ten days
before such meeting, and shall be open to the inspection of the stockholders, or
their agents or proxies,  at the place where such meeting is to be held, and for
ten days prior  thereto.  Only the  persons in whose  names  shares of stock are
registered  on the books of the company for ten days  preceding the date of such
meeting, as evidenced by the list of stockholders,  shall be entitled to vote at
such  meeting.  Proxies  and powers of  Attorney  to vote must be filed with the
Secretary of the Company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting.

SECTION 7. At each  meeting of the  stockholders  the polls  shall be opened and
closed; the proxies and ballots issued, received, and be taken in charge of, for
the purpose of the meeting,  and all questions  touching the  qualifications  of
voters and the validity of proxies,  and the  acceptance  or rejection of votes,
shall be decided by two inspectors.  Such  inspectors  shall be appointed at the
meeting by the presiding officer of the meeting.

SECTION 8. At the stockholders' meetings, the regular order of business shall be
as follows:

1. Reading and approval of the Minutes of previous meeting or
meetings;

2. Reports of the Board of Directors, the President, Treasurer
and Secretary of the Company in the order named;

3. Reports of Committee;

4. Election of Directors;

5. Unfinished Business;

6. New Business

7. Adjournment

                                      -17-
<PAGE>

                                   ARTICLE II

                          DIRECTORS AND THEIR MEETINGS

SECTION 1. The Board of Directors of the Company  shall  consist of no less than
one  person  who shall be chosen by the  stockholders  annually,  at the  annual
meeting of the Company,  and who shall hold office for one year, and until their
successors are elected and qualify.

SECTION 2. When any vacancy  occurs among the  Directors by death,  resignation,
disqualification  or other cause,  the  stockholders,  at any regular or special
meeting, or at any adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority  thereof,  shall elect a successor to hold office
for the unexpired  portion of the term of the  'Director  whose place shall have
become vacant and until his successor  shall have been elected and shall qualify
 .

SECTION 3. Meeting of the Directors  may be held at the principal  office of the
company in the state of  Nevada,  or  elsewhere,  at such place or places as the
Board of Directors may, from time to time, determine.

SECTION 4. Without notice or call,  the Board of Directors  shall hold its first
annual  meeting  for the  year  immediately  after  the  annual  meeting  of the
stockholders  or  immediately  after the  election of  Directors  at such annual
meeting

Regular  meetings of the Board of  Directors  shall be held at the office of the
company  in the City of Las Vegas , State of Nevada on 9th of  October  at 10:00
o'clock in the Morning.  Notice of such regular meetings shall be mailed to each
Director by the Secretary at least three days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if such notice is
not given,  provided  the  meeting is held at the time and place  fixed by these
By-Laws for holding such regular meetings.

Special  meetings  of the  Board  of  Directors  may be held on the  call of the
President or Secretary on at least three days notice by mail or telegraph.

Any  meeting of the Board,  no matter  where  held,  at which all of the members
shall be present,  even though without or of which notice shall have been waived
by all  absentees,  provided a quorum  shall be present,  shall be valid for all
purposes unless otherwise  indicated in the notice calling the meeting or in the
waiver of notice.

Any and all business may be transacted by any meeting of the Board of Directors,
either regular or special.

SECTION 5. A majority of the Board of  Directors  in office  shall  constitute a
quorum for the transaction of business, but if at any meeting of the Board there
be less than a quorum present, a majority of those present may adjourn from time
to time,  until a quorum  shall be  present,  and no notice of such  adjournment
shall be required.  The Board of Directors may  prescribe  rules not in conflict
with these By-Laws for the conduct of its business;  provided,  however, that in
the fixing of salaries of the officers of the corporation,  the unanimous action
of all of the Directors shall be required.

                                      -18-
<PAGE>

SECTION 6. A Director need not be a stockholder of the
corporation.

SECTION  7. The  Directors  shall be  allowed  and paid all  necessary  expenses
incurred  in  attending  any  meeting of the Board,  but shall not  receive  any
compensation  for their services as Directors  until such time as the company is
able to declare and pay dividends on its capital stock.

SECTION 8. The Board of  Directors  shall make a report to the  stockholders  at
annual meetings of the stockholders of the condition of the company,  and shall,
at request, furnish each of the stockholders with a true copy thereof.

The Board of  Directors  in its  discretion  may submit any  contract or act for
approval or  ratification at any annual meeting of the  stockholders  called for
the purpose of  considering  any such contract or act,  which,  it approved,  or
ratified by the vote of the  holders of a majority  of the capital  stock of the
company  represented  in person  or by proxy at such  meeting,  provided  that a
lawful quorum of stockholders be there represented in person or by proxy , shall
be valid and binding upon the corporation and upon all the stockholders thereof,
as if it had been approved or ratified by every stockholder of the corporation.

SECTION  9. The Board of  Directors  shall  have the power  from time to time to
provide for the  management of the offices of the company in such manner as they
see fit,  and in  particular  from time to time to delegate any of the powers of
the Board in the course of the current  business of the company to any  standing
or special  committee  or to any officer or agent and to appoint .any persons to
be agents of the company with such powers  (including the power to subdelegate),
and upon such terms as may be deemed fit.

SECTION 10. The Board of Directors is vested with the complete and  unrestrained
authority in the management of all the affairs of the company, and is authorized
to exercise  for such purpose as the General  Agent of the  Company,  its entire
corporate authority.

SECTION 11. The regular  order of business at meetings of the Board of Directors
shall be as follows:

1. Reading and approval of the minutes of any previous meeting or
meetings;

2. Reports of officers and committeemen;

3. Election of officers;

4. Unfinished business;

5. New business;

6. Adjournment.

                                      -19-
<PAGE>

                                  ARTICLE III

                           OFFICERS AND THEIR DUTIES

SECTION 1. The Board of Directors, at its first and after each meeting after the
annual meeting of stockholders,  shall elect a President,  .a Vice-President,  a
Secretary  and a Treasurer,  to hold office for one year next coming,  and until
their  Successors  are elected and  qualify.  The offices of the  Secretary  and
Treasurer may be held by one person.

Any vacancy in any of said offices may be filled by the Board of Directors.

The  Board of  Directors  may from time to time,  by  resolution,  appoint  such
additional  Vice  Presidents and  additional  Assistant  Secretaries,  Assistant
Treasurer and Transfer Agents of the company as it may deem advisable; prescribe
their duties, and fix their compensation,  and all such appointed officers shall
be  subject  to removal  at any time by the Board of  Directors.  All  officers,
agents,  and factors of the company shall be chosen and appointed in such manner
and shall hold their  office  for such  terms as the Board of  Directors  may by
resolution prescribe. SECTION 2. The President shall be the executive officer of
the and shall have the of the Company's affairs, supervision and, subject to the
control of the Board of Directors,  the direction of the Company's  affairs with
full power to execute all  resolutions  and orders of the Board of Directors not
especially  entrusted to some other officer of the company. He shall be a member
of the Executive  Committee,  and the Chairman thereof;  he shall preside at all
meetings of the Board of Directors, and at all meetings of the stockholders, and
shall sign the  Certificates  of Stock issued by the company,  and shall perform
such other duties as shall be prescribed by the Board of Directors.

SECTION 3. The  Vice-President  shall be vested  with all the powers and perform
all the duties of the  President in his absence or  inability to act,  including
the signing of the Certificates of Stock issued by the company,  and he shall so
perform such other duties as shall be prescribed by the Board of Directors.

SECTION 4. The Treasurer  shall have the custody of all the funds and securities
of the  company.  When  necessary  or proper he shall  endorse  on behalf of the
company for collection checks,  notes, and other  obligations;  he shall deposit
all  monies  to the  credit  of the  company  in such  bank or  banks  or  other
depository as the Board of Directors may  designate;  he shall sign all receipts
and  vouchers  for  payments  made by the  company,  except as herein  otherwise
provided.  He shall sign with the President all bills of exchange and promissory
notes of the  company.  , he shall also have the care and custody of the stocks,
bonds,  certificates,  vouchers,  evidence of debts, securities,  and such other
property belonging to the company as the Board of Directors shall designate;  he
shall  sign all  papers  required  by law or by those  By-Laws  or the  Board of
Directors  to be  signed by the  Treasurer.  Whenever  required  by the Board of
Directors,  he shall  render a  statement  of his cash  account;  he shall enter
regularly  in the books of the company to be kept by him for the  purpose,  full
and accurate  accounts of all monies  received and paid by him on account of the
company.  He shall at all  reasonable  times exhibit the books of account to any
Directors of the company during  business  hours,  and he shall perform all acts
incident  to the  position of  Treasurer  subject to the control of the Board of
Directors.

The Treasurer  shall,  if required by the Board of  Directors,  give bond to the
company conditioned for the faithful  performance of all his duties as Treasurer
in such  sum,  and  with  such  surety  as  shall be  approved  by the  Board of
Directors, with expense of such bond to be borne by the company.

                                      -20-
<PAGE>

SECTION 5. The Board of Directors  may appoint an Assistant  Treasurer who shall
have such powers and perform  such  duties as may be  prescribed  for him by the
Treasurer  of the  company  or by the  Board  of  Directors,  and the  Board  of
Directors shall require the Assistant Treasurer to give a bond to the company in
such sum and with such  security as it shall  approve,  as  conditioned  for the
faithful performance of his duties as Assistant  Treasurer,  the expense of such
bond to be borne by the company.

SECTION 6. The Secretary  shall keep the Minutes of all meetings of the Board of
Directors  and  the  Minutes  of all  meetings  of the  stockholders  and of the
Executive  Committee in books provided for that purpose.  He shall attend to the
giving and serving of all notices of the company; he may sign with the President
or Vice- President,  in the name of the Company, all contracts authorized by the
Board of Directors or Executive Committee;  he shall affix the corporate seal of
the company  thereto when so  authorized  by the Board of Directors or Executive
Committee;  he shall have the custody of the corporate seal of the company. , he
shall affix the corporate seal to all  certificates  of stock duly issued by the
company;  he shall have charge of Stock  Certificate  Books,  Transfer books and
Stock Ledgers,  and such other books and papers as the Board of Directors or the
Executive  Committee may direct,  all of which shall at all reasonable  times be
open to the  examination  of any Director upon  application at the office of the
company during  business  hours,  and he shall,  in general,  perform all duties
incident to the office of Secretary .

SECTION 7. The Board of Directors  may appoint an Assistant  Secretary who shall
have such powers and perform  such  duties as may be  prescribed  for him by the
Secretary of the company or by the Board of Directors.

SECTION 8. Unless  otherwise  ordered by the Board of  Directors,  the President
shall have full power and  authority  in behalf of the  company to attend and to
act and to vote at any meetings of the  stockholders of any corporation in which
the company  may hold stock,  and at any such  meetings,  shall  possess and may
exercise any and all rights and powers  incident to the ownership of such stock,
and which as the new  owner  thereof,  the  company  might  have  possessed  and
exercised if present. The Board of Directors, by resolution,  from time to time,
may confer  like  powers on any person or persons in place of the  President  to
represent the company for the purposes in this section mentioned.

                                      -21-
<PAGE>

                                   ARTICLE IV

                                 CAPITAL STOCK

SECTION 1. The capital  stock of the company  shall be issued in such manner and
at such times and upon such  conditions  as shall be  prescribed by the Board of
Directors.

SECTION 2. Ownership of stock in the company shall be evidenced by  certificates
of stock in such forms as shall be  prescribed  by the Board of  Directors,  and
shall be under  the seal of the  company  and  signed  by the  President  or the
Vice-President and also by the Secretary or by an Assistant Secretary .

All certificates shall be consecutively  numbered; the name of the person owning
the shares  represented  thereby  with the number of such shares and the date of
issue shall be entered on the company's books.

No  certificates  shall  be  valid  unless  it is  signed  by the  President  or
Vice-President and by the Secretary or Assistant Secretary.

All  certificates  surrendered  to the  company  shall  be  canceled  and no new
certificate shall be issued until the former  certificate for the same number of
shares shall have been surrendered or canceled.

SECTION 3. No transfer of stock shall be valid as against the company  except on
surrender  and  cancellation  of the  certificate  therefor,  accompanied  by an
assignment  or  transfer by the owner  therefor,  made either in person or under
assignment, a new certificate shall be issued therefor.

Whenever any transfer shall be expressed as made for collateral security and not
absolutely,  the same shall be so expressed in the entry of said transfer on the
books of the company.

SECTION 4. The Board of  Directors  shall have power and  authority  to make all
such rules and  regulations not  inconsistent  herewith as it may deem expedient
concerning the issue,  transfer and  registration of certificates  for shares of
the capital stock of the company.

The Board of Directors may appoint a transfer agent and a registrar of transfers
and may require all stock  certificates  to bear the  signature of such transfer
agent and such registrar of transfer.

SECTION 5. The Stock  Transfer  Books  shall be closed for all  meetings  of the
stockholders  for the  period of ten days  prior to such  meetings  and shall be
closed for the payment of dividends during such periods as from time to time may
be fixed by the Board of  Directors,  and during such  periods no stock shall be
transferable.

                                      -22-
<PAGE>

SECTION 6. Any person or persons  applying for a certificate of stock in lieu of
one alleged to have been lost or destroyed,  shall make affidavit or affirmation
of the fact, and shall deposit with the company an affidavit.  Whereupon, at the
end of six months  after the deposit of said  affidavit  and upon such person or
persons  giving Bond of  Indemnity  to the company with surety to be approved by
the Board of Directors in double the current  value of stock against any damage,
loss or inconvenience to the company, which may or can arise in consequence of a
new or  duplicate  certificate  being issued in lieu of the one lost or missing,
the Board of  Directors  may cause to be issued to such  person or persons a new
certificate,  or a duplicate of the certificate, so lost or destroyed. The Board
of  Directors  may,  in its  discretion  refuse to issue  such new or  duplicate
certificate  save upon the order of some  court  having  jurisdiction  in.  such
matter, anything herein to the contrary notwithstanding.

                                   ARTICLE V

                               OFFICES AND BOOKS

SECTION 1. The principal office of the  corporation,  in Nevada shall be at 3655
Campbell  Road,  Las Vegas,  and the company may have a principal  office in any
other state or territory as the Board of Directors may designate.

SECTION 2. The Stock and Transfer Books and a. copy of the By- Laws and Articles
of  Incorporation  of the company shall be kept at its  principal  office In the
County of Clark,  state of Nevada,  for the inspection of all who are authorized
or have the right to see the same, and for the transfer of stock. Allother books
of the company shall be kept at such places as may be prescribed by the Board of
Directors.

                                   ARTICLE VI

                                 MISCELLANEOUS

SECTION 1. The Board of Directors shall have power to reserve over and above the
capital stock paid in, such an amount in its discretion as it may deem advisable
to fix as a reserve fund,  and may , from time to time,  declare  dividends from
the accumulated profits of the company in excess of the amounts so reserved, and
pay the same to the  stockholders of the company,  and may also, if it deems the
same  advisable,  declare stock  dividends of the unissued  capital stock of the
company.

SECTION 2. No agreement, contract or obligation (other than checks in payment of
indebtedness  incurred by authority  of the Board of  Directors)  involving  the
payment of monies or the credit of the  company for more than  $10,000  dollars,
shall  be made  without  the  authority  of the  Board of  Directors,  or of the
Executive Committee acting as such.

SECTION 3. Unless  otherwise  ordered by the Board of Directors,  all agreements
and contracts shall be signed by the President and the Secretary in the name and
on behalf of the company,  and shall have the  corporate  seal thereto  affixed.
SECTION 4. All monies of the corporation shall be deposited when and as received
by the  Treasurer in such bank or banks or other  depository as may from time to
time be designated by the Board of Directors, and such deposits shall be made in
the name of the company.

SECTION  5. No  note,  draft,  acceptance,  endorsement  or  other  evidence  of
indebtedness  shall be valid or  against  the  company  unless the same shall be
signed by the President or a Vice-  President,  and attested by the Secretary or
an Assistant  Secretary , or signed by the Treasurer or an Assistant  Treasurer,
and countersigned by the President,  Vice-President,  or Secretary,  except that
the Treasurer or an Assistant  Treasurer  may,  without  countersignature,  make
endorsements for deposit to the credit of the company in all its duly authorized
depositories.

                                      -23-
<PAGE>

SECTION  6. No loan or  advance  of money  shall be made by the  company  to any
stockholder or officer  therein,  unless the Board of Directors  shall otherwise
authorize.

SECTION 7. No director nor executive officer of the company shall be entitled to
any salary or compensation  for any services  performed for the company,  unless
such  salary  or  compensation  shall  be fixed by  resolution  of the  Board of
Directors,  adopted by the unanimous  vote of all the Directors  voting in favor
thereof.

SECTION 8. The company may take,  acquire,  hold,  mortgage,  sell, or otherwise
deal in stocks or bonds or securities of any other corporation,  if and as often
as the Board of Directors shall so elect.

SECTION 9. The Directors shall have power to authorize and cause to be executed,
mortgages,  and liens without limit as to amount upon the property and franchise
of this  corporation,  and pursuant to the affirmative vote, either in person or
by  proxy,  of the  holders  of a  majority  of the  capital  stock  issued  and
outstanding;  the Directors shall have the authority to dispose in any manner of
the whole property of this corporation.

SECTION 10. The company shall have a corporate seal, the design thereof being as
follows:

                                  ARTICLE VII

                              AMENDMENT OF BY-LAWS

SECTION 1. Amendments and changes of these By-Laws may be made at any regular or
special  meeting of the Board of Directors by a vote of not less than all of the
entire Board, or may be made by a vote of, or a consent in writing signed by the
holders of fifty-one percent (51%) of the issued and outstanding capital stock.

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the directors of
the above named  corporation,  do hereby  consent to the  foregoing  By-Laws and
adopt the same as and for the By- Laws of said corporation.

IN WITNESS WHEREOF, we have hereunto set our hands this 9th day
of Oct., 1997.



By:/s/ ALFONSO HERNANDEZ, JR.
       ----------------------
       ALFONSO HERNANDEZ, JR.



By:/s/ JOSE F. GARCIA
       --------------
       JOSE F. GARCIA


By:/s/ ALFONSO HERNANDEZ, SR.
       ----------------------
       ALFONSO HERNANDEZ, SR.


                                      -24-
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