SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                       Fiscal Year Ended December 31, 2000

                        Commission file number 000-32099

                             THE ART BOUTIQUE, INC.
                     -------------------------------------
             (Exact name of registrant as specified in its charter)

                                  KEARNEY, INC.
                            -----------------------
                            (Former name pre-merger)

        Wyoming                                             83-0269496
      ------------                                        --------------
(State of incorporation)                                (I.R.S. Employer
                                                        Identification No.)

                      214 S. Center, Casper, Wyoming 82601
                    ----------------------------------------
               (Address of principal executive offices) (Zip Code)

            Registrant's telephone number, including area code: None
           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                               Title of each class

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 the filing
requirements for at least the past 90 days. Yes X No

Check if disclosure of delinquent filers pursuant 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 amendment to
this Form 10-KSB. X

State issuer's revenues for its most recent fiscal year. $0

There were 4,471,900 shares of the Registrant's common stock outstanding as of
December 31, 2000.

The aggregate market value of the 411,900 shares of voting common stock held by
nonaffiliates of the Registrant is approximately $0 on December 31, 2000.


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                                TABLE OF CONTENTS

PART I

         Item 1. Description of Business
         Item 2. Description of Property
         Item 3. Legal Proceedings
         Item 4. Submission of Matters to a Vote of Security Holders

PART II

         Item 5. Market for Common Equity and Related Stockholder Matters
         Item 6. Management's Discussion and Analysis or Plan of Operation
         Item 7. Financial Statements
         Item 8. Changes in and Disagreements With Accountants on Accounting
                 and Financial Disclosure

PART III

         Item 9. Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act
         Item 10. Executive Compensation
         Item 11. Security Ownership of Certain Beneficial Owners and Management
         Item 12. Certain Relationships and Related Transactions
         Item 13. Exhibits and Reports on Form 8-K

SIGNATURES




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                                     PART I

Item 1.  DESCRIPTION OF BUSINESS
         -----------------------

         General

                  The Company was incorporated under the laws of the State of
Wyoming on May 15, 1984 as Fred Hudson Studios, Inc. Since 1996, the Company's
activities have been re-organizational ones, directed at seeking a business. The
name was changed to The Art Boutique, Inc. in 1996. The Company was formed to
seek business opportunities and is currently a "shell" with no business. The
company has no commercial operations as of date hereof. The company has no
full-time employees and owns no real estate.

     On November 3, 2000, The Art Boutique, Inc. subscribed for and paid for one
million shares of common stock of Kearney,  Inc. for $3,000.  Kearney, Inc. used
the  proceeds of the  subscription  to rescind the  subscriptions  and repay the
original  investment of all original  shareholders  of Kearney,  Inc. A total of
720,000 shares were rescinded. After the recission, the Art Boutique, Inc. owned
100% of the issued and outstanding shares of Kearney,  Inc. and then conducted a
statutory merger with its wholly owned subsidiary.

     In November  2000, The Art Boutique,  Inc.  executed its Plan of Merger and
Articles of Merger with Kearney,  Inc. At the time of the effective  date of the
merger, The Art Boutique, Inc. owned 100% of the issued and outstanding stock of
Kearney, Inc. A total of 720,000 of the outstanding shares of Kearney, Inc. were
rescinded prior to the merger.  The Art Boutique,  Inc. is the surviving company
after the merger.

         The Company is a "shell" company and its only current business plan is
to seek, investigate, and, if warranted, acquire one or more properties or
businesses, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity. The Company intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

         At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. The
Company is filing Form 10-SB on a voluntary basis in order to become a 12(g)
registered company under the Securities Exchange Act of 1934. As a "reporting
company," the Company may be more attractive to a private acquisition target
because it may be listed to trade its shares on the OTCBB.

         It is anticipated that the Company's officers and directors will
contact broker-dealers and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's existence
and to determine if any companies or businesses they represent have an interest

<PAGE>

in considering a merger or acquisition with the Company. No assurance can be
given that the Company will be successful in finding or acquiring a desirable
business opportunity, given that no funds that are available for acquisitions,
or that any acquisition that occurs will be on terms that are favorable to the
Company or its stockholders.

         The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange (See "Investigation and Selection of Business
Opportunities"). The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

         The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

         As a consequence of this registration of its securities, any entity
which has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the current
principal shareholders of the Company by the acquiring entity or its affiliates.

         If stock is purchased from the current shareholders, the transaction is
very likely to result in substantial gains to them relative to their purchase
price for such stock. In the Company's judgment, none of its officers and
directors would thereby become an "underwriter" within the meaning of the
Section 2(11) of the Securities Act of 1933, as amended. The sale of a
controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.

         Depending upon the nature of the transaction, the current officers and
directors of the Company may resign management positions with the Company in
connection with the Company's acquisition of a business opportunity. See "Form
of Acquisition," below, and "Risk Factors - The Company - Lack of Continuity in
Management." In the event of such a resignation, the Company's current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

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         It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and director,
its other stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

         The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Wyoming law to enter into such a transaction if:

1. The material facts as to the relationship or interest of the affiliate and as
to the contract or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or

2. The material facts as to the relationship or interest of the affiliate and as
to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

3. The contract or transaction is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board of Directors or the stockholders.
Investigation and Selection of Business Opportunities

         To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the eventual
market for such company's products or services will likely not be established,
and such company may not be profitable when acquired.

         It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's limited

<PAGE>

financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

         It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.

         The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

2. The Company's perception of how any particular business opportunity will be
received by the investment community and by the Company's stockholders;

3. Whether, following the business combination, the financial condition of the
business opportunity would be, or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the Securities and Exchange Commission. See "Risk Factors - The Company -
Regulation of Penny Stocks."

4. Capital requirements and anticipated availability of required funds, to be
provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

5. The extent to which the business opportunity can be advanced;

<PAGE>

6. Competitive position as compared to other companies of similar size and
experience within the industry segment as well as within the industry as a
whole;

7. Strength and diversity of existing management, or management prospects that
are scheduled for recruitment;

8. The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential; and

9. The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.

         In regard to the possibility that the shares of the Company would
qualify for listing on NASDAQ, the current standards include the requirements
that the issuer of the securities that are sought to be listed have total net
tangible assets of at least $4,000,000. Many, and perhaps most, of the business
opportunities that might be potential candidates for a combination with the
Company would not satisfy the NASDAQ listing criteria.

         No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. 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. Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

         The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

         Prior to making a decision to participate in a business opportunity,
the Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

<PAGE>


         As part of the Company's investigation, the Company's executive
officers and directors may meet personally with management and key personnel,
may visit and inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of management and
key personnel, and take other reasonable investigative measures, to the extent
of the Company's limited financial resources and management expertise.

         It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - Regulation
of Penny Stocks."

         Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

         There are no loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.

Form of Acquisition

         It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.

<PAGE>

         It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

         It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.

         The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

         As a general matter, the Company anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

         It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys


<PAGE>


and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

         In all probability, upon completion of an acquisition or merger, there
will be a change in control through issuance of substantially more shares of
common stock. Further, in conjunction with an acquisition or merger, it is
likely that management may offer to sell a controlling interest at a price not
relative to or reflective of any value of the shares sold by management, and at
a price which could not be achieved by individual shareholders at the time.

Investment Company Act and Other Regulation

         The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.

         Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

         The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.

         Any securities which the Company might acquire in exchange for its
Common Stock are expected to be "restricted securities" within the meaning of
the Securities Act of 1933, as amended (the "Act"). If the Company elects to
resell such securities, such sale cannot proceed unless a registration statement
has been declared effective by the Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.


<PAGE>


         An acquisition made by the Company may be in an industry which is
regulated or licensed by federal, state or local authorities. Compliance with
such regulations can be expected to be a time-consuming and expensive process.

Competition

         The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities. The Company also will possibly
experience competition from other public "blank check" companies, some of which
may have more funds available than does the Company.

No Rights of Dissenting Shareholders

         The Company does not intend to provide Company shareholders with
complete disclosure documentation including audited financial statements,
concerning a possible target company prior to acquisition, because Wyoming
Business Corporation Act vests authority in the Board of Directors to decide and
approve matters involving acquisitions within certain restrictions. A
transaction could be structured as an acquisition, not a merger, with the
Registrant being the parent company and the acquiree being merged into a wholly
owned subsidiary. Therefore, a shareholder will have no right of dissent under
Wyoming law.

No Target Candidates for Acquisition

         None of the Company's Officers, Directors, promoters, affiliates, or
associates have had any preliminary contact or discussion with any specific
candidate for acquisition. There are no present plans, proposals, arrangements,
or understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition transaction.

Administrative Offices

         The Company currently maintains a mailing address at P.O. Box 4644,
Casper, Wyoming 82604 which is the mailing address of its President. Other than
this mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future. The Company pays no rent or other fees
for the use of this mailing address.


<PAGE>


Employees

         The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities. Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."


Item 2.  PROPERTIES

         Facilities

         The Company has no property. The Company does not currently maintain an
         office or any other facilities. It does currently maintain a mailing
         address at P.O. Box 4644, Casper, Wyoming 82604-4644. The Company pays
         no rent for the use of this mailing address. The Company does not
         believe that it will need to maintain an office at any time in the
         foreseeable future in order to carry out its plan of operations
         described herein.

         Real Property

         None

         Mineral Properties

         None

Item 3.  LEGAL PROCEEDINGS

         As of December 31, 2000, the Company was neither a party nor were any
of its properties subject to any legal proceedings.

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

        No matters were submitted during the period covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.


<PAGE>



                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

 As of the date of this report, there has been no trading or quotation of the
Company's common stock from inception to date.

         As of December 31, 2000, there were 53 record holders of the Company's
common Stock.

         The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


         Financial Condition and Changes in Financial Condition

         Liquidity and Capital Resources

         At year end, the Company had no cash or other assets. The Company had
no liabilities. The Company has become a reporting company under the Securities
Exchange Act of 1934 by merger with Kearney, Inc. and is seeking a business
opportunity and capital.


Results of Operations for the Year Ended December 31, 2000 Compared to Year
Ended December 31, 1999

         The Company had no revenues or operations during the year. The sole
significant activity was the purchase of control of Kearney, Inc. and the
subsequent merger with Kearney, Inc. with The Art Boutique, Inc. being the
surviving company. The Company incurred expenses of $2100 for acquisition costs
and $200 in general and administrative for a total of $2300 in expenses in 2000
compared to no expenses in 1999. The Company had a net loss of ($2300) in 2000
compared to no profit or loss in 1999. The loss per share was nominal in 2000
compared to no profit or loss in 1999.

Item 7.  Financial Statements and Supplementary Data

                  Please refer to pages F-1 through F-8.


Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure

         In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former


<PAGE>


accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).

         The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant and Compliance with
Section 16(a)


The directors and executive officers of the Company as of December 31, 2000, are
as follows:

<TABLE>
<CAPTION>

 Name                        Age           Position                                    Term
------                      -----         ----------                                  ------
<S>                          <C>           <C>                                         <C>
William A. Erickson*         69            President and Director                      Annual
Michael R. Butler            47            Secretary/Treasurer and Director            Annual
Ronald A. Shogren            75            Director
</TABLE>

     WILLIAM A.  ERICKSON,  age 69, is President  and a Director of the Company.
Mr. Erickson graduated from the University of Wyoming in 1959 with a Bachelor of
Science degree in Education. He served in the Armed Forces from 1950 to 1955. He
has been associated  with the real estate business for forty years,  starting in
1960 when he received  his real estate  license.  He  qualified as a real estate
broker in 1986. Mr. Erickson is currently working toward an Associate of Applied
Science  Degree/Computer  Science  with  Business  option.  Mr.  Erickson  was a
Director  and  officer of  Bird-Honomichl,  Inc.  (1994-1998).  Mr.  Erickson is
currently  an Officer  and  Director of The Art  Boutique,  Inc.,  Fuels,  Inc.,
Prairie,  Inc., and was an officer and Director of Kearney,  Inc. (1999 - 2000).
He has been an Officer  and  Director of Tempus,  Inc.  (1997 - May 2000) and is
President and Director of Garner Investments, Inc.

     Ronald A. Shogren,  age 75, is President and a Director of the Company. Mr.
Shogren attended Eastern Montana College.  Mr. Shogren is the past Exalted Ruler
of the  Casper's  Elk  Lodge  1353.  Mr.  Shogren  has been a  licensed  general
contractor from 1976 to present. Mr. Shogren also has seventeen years experience
as an insurance  claims  adjuster and presently  owns and operates  Cowboy State
Claims  Service.  Mr.  Shogren is President  and  Director of Shogi,  Inc. and a
Director of Butts, Inc. He is a Director of Garner Investments, Inc.

     Michael R.  Butler,  age 47, is  Secretary/Treasurer  and a Director of the
Company.  Mr. Butler was employed for 19 years by Amoco Production  Company,  an
oil and gas  producing  company  operating in the state of Wyoming.  In 1997 and
1998,  Mr. Butler has owned and operated a farm/ranch  west of Casper,  Wyoming.

<PAGE>

Mr. Butler has been trained in and has experience in waterflood  injection,  oil
and gas producing operations,  maintenance,  and wetland development. Mr. Butler
is a Director of Hindsight,  Inc. dba Oil city Printers,  a commercial  printing
business,  (since 1988). Mr. Butler is a Director and Secretary/Treasurer of The
Art Boutique,  Inc.  (since 1996),  Phillips 44, Inc.  (1998 - 2000),  and was a
Director and Secretary of Tempus, Inc. (1197 - 2000).

*  Mr. Erickson resigned as Director and President in December, 2001.  Ronald A.
Shorgren was appointed President in December, 2001.

         No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.

         1.  The following people did not file reports under Section 16(a)
during the most recent fiscal year:

         a.  William Erickson          President and Director*
         b.  Percy S. Chopping, Jr.    Director (resigned)
         c.  Michael R. Butler         Secretary/Treasurer and Director
         d.  Ronald A. Shogren         Director*

*  Mr. Erickson resigned as Director and President in December, 2001.  Ronald A.
Shorgren was appointed President in December, 2001.

<PAGE>


         2.       For each person, listed by subparagraph letter above:

Number of late                  Number of                 Known failures
reports                         transactions not          to file forms required
                                reported on a
                                timely basis
---------------                 ----------------          ----------------------

a.       1                              none                           1

b.       1                              none                           1

c.       1                              none                           1

d.       1                              none                           1

Item 10. Executive Compensation

         The Company accrued a total of $0 in compensation to the executive
officers as a group for services rendered to the Company in all capacities
during the fiscal year ended December 31, 2000. No one executive officer
received, or has accrued for his benefit, in excess of $60,000 for the year. No
cash bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                          Year Ended December 31, 2000

                                    Annual Compensation                         Awards
======================== ========= ========== ============= ======================= ====================== ======================
<S>                      <C>       <C>        <C>           <C>                     <C>                    <C>
Name and Principal                                                                                         Securities
Position                           Salary     Bonus ($)     Other Annual            Restricted Stock       Underlying
                         Year      ($)                      Compensation ($)        Award(s)($)            Options/SARs(#)
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

William Erickson,                  0          0             0                       0                      0
President (resigned)     2000
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1998      0          0             0                       0                      0
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------
Michael R. Butler,                 0          0             0                       0                      0
Secretary                2000
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1998      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------
Percy S. Chopping,
Jr., (former President             0          0             0                       0                      0
now resigned)            2000
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1998      0          0             0                       0                      0
======================== ========= ========== ============= ======================= ====================== ======================
</TABLE>

<PAGE>


         The Company has no employee incentive stock option plan.

         There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.

    Option/SAR Grants Table (None)

    Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
value (None)

    Long Term Incentive Plans - Awards in Last Fiscal Year (None)

<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)

                                    Cash Compensation                  Security Grants
Name                              Annual Retainer   Meeting Fees   Consulting            Number of     Number of Securities
                                  Fees ($)          ($)            Fees/Other Fees ($)   Shares (#)    Underlying Options/SARs(#)
--------------------------------- ----------------- -------------- --------------------- ------------- -----------------------------
<S>                               <C>               <C>            <C>                   <C>           <C>
A. Director                       0                 0              0                     0             0
William Erickson (resigned)
B. Director                       0                 0              0                     0             0
Percy S. Chopping, Jr.
B. Director                       0                 0              0                     0             0
Michael R. Butler
B. Director                       0                 0              0                     0             0
Ronald A. Shogren (new President)
</TABLE>



<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth information, as of December 31, 2000,
with respect to the beneficial ownership of the Company's no par value common
stock by each person known by the Company to be the beneficial owner of more
than five percent of the outstanding common stock.

<TABLE>
<CAPTION>

                                                      Number of                 Percentage of
                  Name                              Shares Owned                    Class
-------------------------------------------- --------------------------- ----------------------------
<S>                                                           <C>                              <C>

William Erickson, President & Director*                       2,020,000                          45%
2300 E. 18th St., #224
Casper, WY  82609
-------------------------------------------- --------------------------- ----------------------------
Ronald A. Shogren, Director                                      20,000                         4.4%
P.O. Box 1308
Casper, WY  82602
-------------------------------------------- --------------------------- ----------------------------
Michael R. Butler, Secretary & Director                       2,020,000                          45%
13750 Bessemer Bend Road
Alcova Point
Casper, WY  82604
-------------------------------------------- --------------------------- ----------------------------

Officers and Directors as a group                             4,060,000                        94.4%
</TABLE>

*  Mr. Erickson resigned as Director and President in December, 2001.  Ronald A.
Shorgren was appointed President in December, 2001.

<PAGE>


                                     PART IV

Item 12. Certain Relationships and Related Transactions.
         ----------------------------------------------

Although there is no current plan in existence, it is possible that the Company
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to seeking business opportunities and completing a merger
or acquisition transaction.

Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.

Transactions with Management and Others

There were no  transactions or series of  transactions  during the  Registrant's
last  fiscal  year  or  the  current  fiscal  year,  or any  currently  proposed
transactions  or series of  transactions of the remainder of the fiscal year, in
which the amount  involved  exceeds $60,000 and in which to the knowledge of the
Registrant,  any director,  executive officer,  nominee,  future director,  five
percent  shareholder,  or any member of the  immediate  family of the  foregoing
persons,  have or will have a direct or indirect material interest,  except that
Michael R. Butler,  owned 30,000  shares of Kearney,  Inc.,  William A. Erickson
owned 120,000 shares of Kearney,  Inc., and Percy S. Chopping, Jr. owned 120,000
shares of Kearney,  Inc. prior to the acquisition of control of Kearney, Inc. in
November 2000 by The Art Boutique, Inc. and the merger of Kearney, Inc. into The
Art Boutique,  Inc. Those shares were rescinded prior to the merger,  so that at
the time of the merger, The Art Boutique, Inc. owned 100% of Kearney, Inc.


<PAGE>



Item 13. Exhibits and Reports on Form 8-K

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K:

                           8-K filed December 8, 2000.
                           8-K/A filed February 16, 2001

                  2.       Exhibits:


                                      INDEX
Regulation
S-K Number          Exhibit                            Page Number

3.1                 Articles of Incorporation          31

3.2                 Bylaws                             35

3.3                 Articles of Amendment              46

10.1                Articles of Merger                 Incorporated by reference
                                                       from 8-K filed
                                                       February 16, 2001

10.2                Plan of Merger                     Incorporated by reference
                                                       from 8-K filed
                                                       February 16, 2001



<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            THE ART BOUTIQUE, INC.
                                            (Registrant)

Date: February 25, 2002
                                            /s/ Ronald A. Shogren
                                            ----------------------------------
                                            Ronald A. Shogren, President



                                            DIRECTORS:


                                            /s/ Michael R. Butler
                                            ---------------------------------
                                            Michael R. Butler


                                            /s/ Ronald A. Shogren
                                            ---------------------------------
                                            Ronald A. Shogren

<PAGE>

                               ART BOUTIQUE, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                          Year Ended December 31, 2000

<PAGE>

                           Michael Johnson & Co., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                              Telephone: (303) 796-0099
Member: A.I.C.P.A.                                     Fax:(303) 796-0137
Colorado Society of C.P.A.s





Board of Directors
Art Boutique, Inc.
Casper, WY


We have audited the accompanying balance sheet of Art Boutique, Inc. (A
Development Stage Company) as of December 31, 2000 and 1999 and the related
statements of operations, cash flows, and stockholders' equity for the years
ended December 31, 2000 and 1999 and for the period May 15, 1984 (inception) to
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Art Boutique, Inc. at December
31, 2000 and 1999 and the results of their operations and their cash flows for
the year ended December 31, 2000 and 1999, and for the period May 15, 1987 to
December 31, 2000 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5, condition exist which
raised substantial doubt about the Company's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management's plans in regard to these
matters are also described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
February 10, 2001


                                      F-1

<PAGE>

<TABLE>
<CAPTION>


                                       ART BOUTIQUE, INC.
                                 (A Development Stage Company)
                                         Balance Sheet
                                          December 31,


                                                                                2000                    1999
                                                                                ----                    ----
<S>                                                                                <C>                   <C>
ASSETS:
Current Assets:
   Cash                                                                                $ -                   $ -
                                                                          -----------------         -------------

      Total Current Assets                                                               -                     -

TOTAL ASSETS                                                                           $ -                   $ -
                                                                          =================         =============


STOCKHOLDERS' EQUITY:
Stockholders' Equity:
Common Stock, no par value; 50,000,000 shares authorized;
   4,471,900 shares issued and outstanding                                          30,795                30,795
Additional paid-in capital                                                           2,300                     -
Deficit accumulated during the development stage                                   (33,095)              (30,795)
                                                                          -----------------         -------------

      Total stockholders' equity                                                         -                     -
                                                                          -----------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ -                   $ -
                                                                          =================         =============
</TABLE>


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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                                       ART BOUTIQUE, INC.
                                 (A Development Stage Company)
                                    Statements of Operations


                                                          Year Ended                        May 15, 1984
                                                        December 31,                        Inception to
                                                  2000                   1999               December 31, 2000
                                              ---------------------------------             -----------------
<S>                                               <C>                    <C>                     <C>

Revenue                                                 $ -                    $ -               $ 61,102

Expenses:

    Depreciation                                          -                      -                  3,745
    Loss from discontinued operations                     -                      -                 26,331
    Acquistion costs                                  2,100                      -                  2,100
    General and administrative                          200                      -                 61,821
                                             ---------------         --------------         --------------

        Total Expenses                                2,300                      -                 93,997
                                             ---------------         --------------         --------------

Net Loss                                           $ (2,300)                   $ -               $(32,895)
                                             ===============         ==============         ==============

Net Loss per share common stock                         $ -                    $ -
                                             ===============         ==============

Weighted average number of
   common shares outstanding                      4,471,900              4,471,900
                                             ===============         ==============

</TABLE>


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                       ART BOUTIQUE, INC.
                                 (A Development Stage Company)
                                      Stockholders' Equity



                                                                                        Deficit
                                                               Additional           Accum. During
                                         Common Stock            Paid-in           the Development
                                  ---------------------------
                                  # of Shares      Amount        Capital         Stage         Totals
                                  -----------      ------      ------------   ------------     ------
<S>                                 <C>             <C>            <C>          <C>              <C>
May 11, 1984                          396,900        $ 8,745           $ -            $ -        $ 8,745

Net Loss for period                         -              -             -         (6,376)        (6,376)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1984           396,900          8,745             -         (6,376)         2,369
                                  ------------   ------------  ------------   ------------   ------------

Issued in 1985                         30,900          9,300             -              -          9,300
Net Loss for year                           -              -             -         (8,513)        (8,513)
                                  ------------   ------------  ------------   ------------   ------------
Balance -  December 31, 1985          427,800         18,045             -        (14,889)         3,156
                                  ------------   ------------  ------------   ------------   ------------

Issued in 1986                         25,200          7,450             -              -          7,450
Net Loss for year                           -              -             -         (9,869)        (9,869)
                                  ------------   ------------  ------------   ------------   ------------
Balance -  December 31, 1986          453,000         25,495             -        (24,758)           737
                                  ------------   ------------  ------------   ------------   ------------

Net Loss for year                           -              -             -           (589)          (589)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1987           453,000         25,495             -        (25,347)           148
                                  ------------   ------------  ------------   ------------   ------------
Issued in 1988                            900            300             -              -            300
Net Loss for year                           -              -             -         (2,221)        (2,221)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1988           453,900         25,795             -        (27,568)        (1,773)
                                  ------------   ------------  ------------   ------------   ------------
Issued in 1989                         12,000          2,000             -              -          2,000
Net Profit for yer                          -              -             -            356            356
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1989           465,900         27,795             -        (27,212)           583
                                  ------------   ------------  ------------   ------------   ------------
Net Loss for year                           -              -             -            (64)           (64)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1990           465,900         27,795             -        (27,276)           519
                                  ------------   ------------  ------------   ------------   ------------
Issued in 1991                          3,000          1,000             -              -          1,000
Net Loss for year                           -              -             -           (475)          (475)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1991           468,900         28,795             -        (27,751)         1,044
                                  ------------   ------------  ------------   ------------   ------------
Net Profit for year                         -              -             -            155            155
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1992           468,900         28,795             -        (27,596)         1,199
                                  ------------   ------------  ------------   ------------   ------------

Net Profit for year                         -              -             -          1,265          1,265
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1993           468,900         28,795             -        (26,331)         2,464
                                  ------------   ------------  ------------   ------------   ------------

Net Loss for year                           -              -             -           (660)          (660)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1994           468,900         28,795             -        (26,991)         1,804
                                  ------------   ------------  ------------   ------------   ------------

Issued in 1995                          3,000          1,000             -              -          1,000
Net Loss for year                           -              -             -         (2,851)        (2,851)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1995           471,900         29,795             -        (29,842)           (47)
                                  ------------   ------------  ------------   ------------   ------------

Net Profit for year                         -              -             -             47             47
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1996           471,900         29,795             -        (29,795)             -
                                  ------------   ------------  ------------   ------------   ------------

Issued March 14, 1997               4,000,000          1,000             -              -          1,000
Net Loss for year                           -              -             -         (1,000)        (1,000)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1997         4,471,900         30,795             -        (30,795)             -
                                  ------------   ------------  ------------   ------------   ------------

Net Profit for year                         -              -             -              -              -
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1998         4,471,900         30,795             -        (30,795)             -
                                  ------------   ------------  ------------   ------------   ------------

Net Profit for year                         -              -             -              -              -
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 1999         4,471,900         30,795             -        (30,795)             -
                                  ------------   ------------  ------------   ------------   ------------

Cash for acquisition                        -              -         2,300              -          2,300
Net Loss for year                           -              -             -         (2,300)        (2,300)
                                  ------------   ------------  ------------   ------------   ------------
Balance - December 31, 2000         4,471,900       $ 30,795       $ 2,300      $ (33,095)           $ -
                                  ============   ============  ============   ============   ============

</TABLE>

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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                                       ART BOUTIQUE, INC.
                                 (A Development Stage Company)
                                    Statements of Cash Flows

                                        Indirect Method


                                                                                                     May 15, 1984
                                                              Year Ended                             (Inception) to
                                                                December 31,                         December 31,
                                                                 2000                1999               2000
                                                             ---------------------------------       -----------
<S>                                                               <C>                     <C>         <C>
Cash Flows from Operating Activities:
Net Loss                                                          $ (2,300)               $ -          $(33,095)
Adjustments to reconcile net loss to net cash used
   by operating activities
  Stock issued for services                                              -                  -             1,000
 Changes in operating assets and liabilities:
   Depreciation                                                          -                  -            18,316
   Decrease (Increase) in Prepaid Expenses                               -                  -                 -
                                                             --------------      -------------       -----------
Net Cash Flows Used by Operating Activities                         (2,300)                 -           (13,779)
                                                             --------------      -------------       -----------

Cash Flows from Investing Activities:
   Sale of Equipment (Net)                                               -                  -             2,902
   Acquisition of Fixed Assts                                            -                  -           (21,218)
                                                             --------------      -------------       -----------
Net Cash Flows Provided by Investing Activities                          -                  -           (18,316)
                                                             --------------      -------------       -----------

Cash Flows from Financing Activities:
   Proceeds from common stock                                        2,300                  -             2,300
   Issuance of Common Stock                                              -                  -            29,795
                                                             --------------      -------------       -----------
Net Cash Flows Provided by Financing Activities                      2,300                  -            32,095
                                                             --------------      -------------       -----------

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

Cash at Beginning of Period                                              -                  -                 -
                                                             --------------      -------------       -----------

Cash at End of Period                                                  $ -                $ -               $ -
                                                             ==============      =============       ===========


Supplemental Disclosure of Cash Flows Information:

    Cash paid for interest                                             $ -                $ -               $ -
                                                             ==============      =============       ===========
    Cash paid for taxes                                                $ -                $ -               $ -
                                                             ==============      =============       ===========

Supplemental Disclosure of Non-Cash Transactions

    Stock issued for services                                                                         4,000,000


</TABLE>

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

                                      F-5

<PAGE>


                               ART BOUTIQUE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

         Organization:
         ------------

         The Company was organized in the State of Wyoming on May 15, 1984. The
         Company operated from the date of organization through November 30,
         1996 conduction art classes, teaching painting techniques, and selling
         supplies. The Company closed their operation and liquidated all of its
         assets in full settlement of its liabilities on December 19, 1996.

         The Company's fiscal year end is December 31.

         Basis of Presentation - Development Stage Company
         -------------------------------------------------

         The Company has not earned significant revenues from limited principal
         operations. Accordingly, the Company's activities have been accounted
         for as those of a "Development Stage Enterprise" as set forth in
         Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among
         the disclosures required by SFAS 7 are that the Company's financial
         statements be identified as those of an development stage company, and
         that the statements of operations, stockholders' equity (deficit) and
         cash flows disclose activity since the date of the Company's inception.

         Basis of Accounting
         -------------------

         The accompanying financial statements have been prepared on the accrual
         basis of accounting in accordance with generally accepted accounting
         principles.

         Cash and Cash Equivalents:
         -------------------------

         The Company considers all highly-liquid debt instruments, with an
         original maturity of three months, to be cash equivalents.

         Use of Estimates:
         ----------------

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts of assets and
         liabilities at the date of the financial statements. Actual results
         could differ from those estimates.

         Net Loss Per Share
         ------------------

         Net loss per share is based on the weighted average number of common
         shares and common shares equivalents outstanding during the period.


                                      F-6

<PAGE>


                               ART BOUTIQUE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000



         Fair value of Financial Instruments
         -----------------------------------

         The carrying amount of the note payable is an reasonable estimate of
         fair value as the loan bears interest based on market rates currently
         available for debt with similar terms and because of the short-term
         nature of this financial instrument.

         Other Comprehensive Income
         --------------------------

         Art Boutique, Inc. has no material components of other comprehensive
         income (loss), and accordingly, net loss is equal to comprehensive loss
         in all periods.

Note 2 - Federal Income Tax:
         ------------------

         The Company has made no provision for income taxes because there have
         been no operations to date causing income for financial statement or
         tax purposes.

         The Financial Accounting Standards Board (FASB) has issued Statement of
         Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for
         Income Taxes", which requires a change from the deferred method to the
         asset and liability method of accounting for income taxes. Under the
         asset and liability method, deferred income taxes are recognized for
         the tax consequences of "temporary differences" by applying enacted
         statutory tax rates applicable to future years to differences between
         the financial statement carrying amounts and the tax basis of existing
         assets and liabilities.

         Deferred tax assets:
         Net operating loss carryforwards                   $33,095
         Valuation allowance                                (33,095)
                                                            --------
         Net deferred tax assets                            $     -
                                                            ========

         At December 31, 2000, the Company had net operating loss carryforwards
         of approximately $32,895 for federal income tax purposes. These
         carryforwards if not utilized to offset taxable income will expire in
         2007.

Note 3 - Capital Stock Transactions
         --------------------------

         The authorized capital stock of the Company is 50,000,000 shares of
         common stock at no par value. During the year ended, the Company issued
         no shares of common stock.


                                      F-7

<PAGE>





                               ART BOUTIQUE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000

Note 4 - Going Concern
         -------------

         The Company's financial statements have been presented on the basis
         that it is a going concern which contemplated the realization of assets
         and the satisfaction of liabilities in the normal course of business.

         The Company is in the development stage and has not earned any revenues
         from operations. The Company's ability to continue as a going concern
         is dependent upon its ability to develop additional sources of capital
         or locate a merger candidate and ultimately, achieve profitable
         operations. The accompanying financial statements do not include any
         adjustments that might result from the outcome of these uncertainties.
         Management is seeking new capital to revitalize the Company.

Note 5 - Merger
         ------

         On December 5, 2000 a merger was completed between Kearney, Inc. and
         The Art Boutique, both development stage companies.  After purchasing
         100% of the stock in Kearney, Inc. for the initial purchase price, the
         parent company, The Art Boutique, Inc. adopted a resolution to merge
         the subsidiary, Kearney, Inc., into the parent, The Art Boutique, Inc.

Note 6 - Segment Information
         -------------------

         Art Boutique, Inc. operates primarily in a single operating segment,
         mainly the merger and acquisition of small businesses interested in
         merging


                                      F-8

<PAGE>


                                   Exhibit 3.1

                            ARTICLES OF INCORPORATION

<PAGE>


                            ARTICLES OF INCORPORATION

                                       OF

                            FRED HUDSON STUDIOS, INC.


         I, the undersigned natural person, of the age of twenty-one years or
more, acting as Incorporator of the corporation under the Wyoming Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:


                                        I

         The name of this corporation is Fred Hudson Studios, Inc.

                                       II

         The period of its duration shall be perpetual.

                                       III

         The purpose for which the corporation is formed is to engage in any and
all lawful business or businesses for which a corporation may be organized under
the laws of the State of Wyoming and the corporation shall have the power to
exercise all of those rights and powers granted or hereafter granted by the laws
of the State of Wyoming.

                                       IV

         The aggregate number of shares which the corporation shall have
authority to issue is two hundred thirty thousand (230,000) shares, without par
value, all of which shall be designated common shares.

                                        V

         The corporation shall not commence business until at least five hundred
dollars ($500.00) has been received by it as consideration for the issuance of
shares.

                                       VI

         The shareholders shall have pre-emptive rights to acquire additional or
treasury shares of the corporation which may at any time be issued and at such
price as the Board of Directors may from time to time fix and determine.

                                       VII

         The address of the initial registered office of the corporation and the
name of its initial registered agent at such address are:

                  Fred E. Hudson            1105 Crest Hill Drive
                                            P.O. Box 4990
                                            Casper, WY 82604.

<PAGE>

                                      VIII

         The number and qualifications of directors of the corporation shall be
fixed by the By-Laws. The number of directors constituting the initial Board of
Directors of the corporation is two (2) and the names and addresses of the
directors who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualify are:

                  Fred E. Hudson            1105 Crest Hill Drive
                                            P.O. Box 4990
                                            Casper, WY 82604

                  Shirley C. Hudson         1105 Crest Hill Drive
                                            P.O. Box 4990
                                            Casper, WY 82604

         The number of directors to be elected at the annual meeting of
shareholders next following the time when the shares of the corporation become
owned beneficially or of record by more than two (2) shareholders, or at a
special meeting called for the election of directors after such time, shall be
three (3).

                                       IX

         The name and address of the Incorporator are:

                  Fred E. Hudson            1105 Crest Hill Drive
                                            P.O. Box 4990
                                            Casper, WY 82604


                                        X

         The rights of shareholders to voluntarily sell or transfer shares of
the corporation are conditioned upon the prior consent, by majority vote, of the
Board of Directors.


<PAGE>


         DATED this 11 day of May, 1984.


                                              /s/ Fred E. Hudson
                                              ----------------------------------
                                              Fred E. Hudson


STATE OF WYOMING  )
                  ) ss.
COUNTY OF NATRONA )

         The foregoing instrument was subscribed and sworn to before me by Fred
E. Hudson this 11th day of May, 1984.

         Witness my hand and official seal.


                                              /s/ Joyce W. Moncur
                                              ----------------------------------
                                              Notary Public

My commission expires: Dec. 17, 1985




<PAGE>


                                   Exhibit 3.2

                                     BYLAWS

<PAGE>


                                     BY-LAWS
                                       OF
                             THE ART BOUTIQUE, INC.
                        (A Wyoming Business Corporation)
                         f/k/a Fred Hudson Studios, Inc.

                                    ARTICLE I

                                     Offices

         The corporation May have such offices, either within or outside the
State of Wyoming, as the Board of Directors May designate or as the business of
the corporation may require from time to time. The principal office of the
corporation shall be located in

         The registered office of the corporation required by the Wyoming
Corporation Act to be maintained in the State of Wyoming may but need not be
identical with the principal office, and the address of the registered office
May be changed from time to time by the Board of Directors.


                                   ARTICLE II

                                  Shareholders

         Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held each year for the purpose of electing directors and for the transaction
of such other business as may come before the meeting.  The annual meeting shall
be held at Casper, Wyoming.

         If the day fixed for the annual meeting shall be a legal holiday in the
State of Wyoming, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated herein
for any annual meting of the shareholders or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as may be convenient.

         Section 2. SPECIAL MEETING. Special meetings of the shareholders for
any purpose, unless otherwise prescribed by statute, may be called by the
president or by the Board of Directors and shall be called by the president at
the request of the holders of not less than one-third of all the outstanding
shares of the corporation entitled to vote at the meeting.

         Section 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or outside the State of Wyoming as the place for any annual
meeting or for any special meeting called by the Board of Directors. A waiver of
notice signed by all shareholders entitled to vote at a meeting may designate
any place, either within or outside the State of Wyoming as the place for such
meeting. If no designation is made, or if a special meeting shall be called
otherwise than by the Board, the place for such meeting shall be the registered
office of the corporation in Wyoming.

         Section 4. NOTICE OF MEETING. Written or printed notice stating the
place, day, and hour of the meeting, and in case of a special meeting, the

<PAGE>

purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president or the secretary or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid. If requested by the person or persons lawfully calling such
meeting, the secretary shall give notice thereof at corporate expense.

         Section 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for any stated period not
exceeding fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken. If for the determination of shareholders entitled
to notice of or to receive payment of a dividend, the date on which notice of
the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.

         Section 6. VOTING LISTS. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list for a period of ten days prior to such meeting shall be kept on file
at the principal office of the corporation, whether within or outside Wyoming,
and shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such list of transfer books or to vote at any meeting of shareholders.

         Section 7. QUORUM. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outside shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

<PAGE>

         If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders; unless the vote of a greater number or
voting by classes is required by law or by the Articles of Incorporation.

         Section 8. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution unless otherwise provided in the
proxy.

         Section 9. VOTING SHARES. Each outstanding share, regardless of class,
shall be entitled to one vote, and each fractional share shall be entitled to a
corresponding fraction vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation or by
the Wyoming Corporation Act. In the election of directors, each record holder of
stock entitled to vote at such election shall have the right to vote the number
of shares owned by him for as many persons as there are directors to be elected
and for whose election he has the right to vote.

         Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Neither treasury
shares, nor shares of its own stock held by the corporation in a fiduciary
capacity, nor shares held by another corporation if the majority of the share
entitled to vote for the election of directors of such other corporation is held
by this corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.

         Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the by-laws of such corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares outstanding in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Section 11. NEGATION OF EQUITABLE INTERESTS IN SHARES OR RIGHTS. The
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes, including all rights
deriving from such shares, and shall not be bound to recognize any equitable or
other claim to or interest in such shares or rights deriving from such shares on
the part of any other person, including, but without limiting the generality
hereof, a purchaser, assignee or transferee of such shares or right deriving

<PAGE>

from such shares, unless and until such purchaser, assignee, transferee or other
person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the interest of
such purchaser, assignee, transferee or other person. The purchaser, assignee or
transferee of any of the shares of the corporation shall not be entitled: to
receive notice of the meetings of the shareholders; to vote at such meetings; to
examine a list of the shareholders; to be paid dividends or other sums payable
to shareholders; or to own, enjoy and exercise any other property or rights
deriving from such shares against the corporation until such purchaser, assignee
or transferee has become the registered holder of such shares.

         Section 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders or any other action which may be taken at
a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as unanimous vote of the
shareholders and may be stated as such in any articles or document filed with
the Secretary of State of Wyoming under the Wyoming Corporation Act.


                                   ARTICLE III

                               Board of Directors

         Section 1. GENERAL POWERS.  The business and affairs of the corporation
shall be managed by its Board of Directors, except as otherwise provided in the
Wyoming Corporation Act of the Articles of Incorporation.

         Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be as set forth by the Articles of Incorporation.
Directors shall be elected at each annual meeting of shareholders. Each director
shall hold office until the next annual meeting of shareholders and thereafter
until his successor shall have been elected and qualified. Directors need not be
residents of Wyoming or shareholders of the corporation. Directors shall be
removable in the manner provided by the statutes of Wyoming.

         Section 3. VACANCIES. Any director may resign at any time by giving
written notice to the president or to the secretary of the corporation. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein the acceptance of such resignation shall not be
necessary to make it effective. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors shall be filled by
the affirmative vote of a majority of the directors then in office or by an
election at an annual meeting or at a special meeting of shareholders called for
that purpose.

         Section 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately after
and at the same place as the annual meeting of shareholders. The Board of
Directors may provide by resolution the time and place, either within or outside
Wyoming, for the holding of additional regular meetings without other notice
than such resolution.

         Section 5. SPECIAL MEETING. Special meetings of the Board of Directors
may be called by or at the request of the president or any two directors. The

<PAGE>

person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or outside Wyoming, as the place for holding
any special meeting of the Board of Directors called by them.

         Section 6. NOTICE. Notice of any special meeting shall be given at
least seven days prior thereto by written notice delivered personally or mailed
to each director at his business address or by notice given at least two days
prior thereto by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         Section 7. QUORUM. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.

         Section 8. MANNER OF ACTING.  The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         Section 9. COMPENSATION.  By resolution of the Board of Directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at each meeting; or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore.

         Section 10. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

         Section 11. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the number of directors, may designate two or more
directors to constitute an executive committee, which shall have and may
exercises all of the authority of the Board of Directors of such lesser
authority as may be set forth in said resolution. No such delegation of
authority shall operate to relieve the Board of Directors or any member of the
board from any responsibility imposed by law.

         Section 12. CONTRACTS WITH DIRECTORS. No contract or other transaction
of the corporation with any other person, firm or corporation, or in which this
corporation is interested, shall be affected or invalidated by the fact that any
one or more of the directors or officers of this corporation is interested in or
is a director of officer of another corporation, or by the fact that any
director or officer, individually or jointly with others, may be a party to or

<PAGE>

may be interested in any such contract or transaction, provided that full
disclosure as to interests, subject matter and relationships of such directors
and officers be made at any meeting of the Board of Directors at which action
upon such contracts, subject matter or other transactions shall be taken. Such
interested directors or officers may not be counted in determining the existence
of a quorum at any meeting of the Board of Directors and shall not be included
and counted in determining the existence of a majority with respect to such
action taken. The provisions of this article shall be in addition to any other
rights, indemnities or limitations of liability to which any director or officer
may be entitled as a matter of law.

         Section 13. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect as a unanimous
vote of the directors, and may be stated as such in any articles or document
filed with the Secretary of State of Wyoming under the Wyoming Corporation Act.

         Section 14. DIVIDENDS. The Board of Directors may from time to time
distribute to the shareholders in partial liquidation, out of stated capital or
earnings or capital surplus of the corporation, a portion of its assets in cash
or property subject to the limitations contained in the statutes of Wyoming.

         Dividends upon the capital stock of the corporation may be declared by
the Board of Directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock as
provided by the laws of the State of Wyoming and subject to provisions contained
in this article. Before payment of any dividends, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time in their absolute discretion think proper as a
reserve fund to meet contingencies or for equalizing dividends or for repairing
or maintaining any property of the corporation or for such other purposes as the
directors shall think conducive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.


                                   ARTICLES IV

                               Officers and Agents


         Section 1. GENERAL. The officers of the corporation shall be a
president, one or more vice presidents, a secretary and treasurer. The Board of
Directors may appoint such other officers, assistants to officers, committees
and agents, including a chairman of the board, assistant secretaries and
assistant treasurers, as they may consider necessary, who shall be chosen in
such manner and hold their offices for such terms and have such authority and
duties as from time to time may be determined by the Board of Directors. The
salaries of all the officers of the corporation shall be fixed by the Board of
Directors. One person may hold any two offices, except that no person may
simultaneously hold the offices of president and secretary. In all cases where
the duties of any officer, agent or employee are not prescribed by the by-laws
or by the Board of Directors, such officer, agent or employee shall follow the
orders and instructions of the president.

         Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected by the Board of Directors annually at the first meeting of the

<PAGE>

Board held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until the first
of the following to occur: until his successor shall have been duly elected and
shall have qualified; until his death; until he shall resign; or until he shall
have been removed in the manner hereinafter provided.

         Section 3. REMOVAL. Any officer or agent may be removed by the Board of
Directors or by the executive committee whenever in its judgment the best
interest of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not in itself create
contract rights.

         Section 4. VACANCIES.  A vacancy in any office, however occurring, may
be filled by the Board of Directors for the unexpired portion of the term.

         Section 5. PRESIDENT. The president shall, subject to the direction and
supervision of the Board of Directors, be the chief executive officer of the
corporation and shall have general and active control of its affairs and
business and general supervision of its officers, agents and employees. He
shall, unless otherwise directed by the Board of Directors, attend in person or
by substitute appointed by him or shall execute on behalf of the corporation
written instruments appointing a proxy or proxies to represent the corporation
at all meetings of the stockholders of any other corporation in which the
corporation shall hold any stock. He may, on behalf of the corporation, in
person or by substitute or proxy, execute written waivers of notice and consents
with respect to any such meetings. At all such meetings and otherwise the
president, in person or by substitute or proxy as aforesaid, may vote the stock
so held by the corporation and may execute written consents and other
instruments with respect to the ownership of said stock subject, however, to the
instructions, if any, of the Board of Directors. The president shall have
custody of the treasurer's bond, if any.

         Section 6. VICE PRESIDENTS. The vice presidents shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the Board of Directors. In the absence of the president, the
vice president designated by the Board of Directors or (if there be no such
designation) designated in writing by the president shall have the powers and
perform the duties of the president. If no such designation shall be made, all
vice presidents may exercise such powers and perform such duties.

         Section 7. SECRETARY. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders, executive committee and the Board of Directors;
(b) see that all notices are duly given in accordance with the provisions of
these by-laws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation and affix the seal to all documents when
authorized by the Board of Directors; (d) keep at its registered office or
principal place of business within or outside Wyoming a record containing the
names and addresses of all shareholders and shall be kept at the office of the
corporation's transfer agent or registrar; (e) sign with the president or a vice
president certificates for shares of the corporation the issuance of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation, unless the corporation
has a transfer agent; and (g) in general perform all duties incident to the
office of the secretary and such other duties as from time to time may be
assigned to him by the president or by the Board of Directors. Assistant
secretaries, if any, shall have the same duties and powers, subject to
supervision of the secretary.

<PAGE>

         Section 8. TREASURER. The treasurer shall be the principal financial
officer of the corporation and shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the Board of Directors. He shall receive and give receipts and acquittances for
monies paid in on account of the corporation and shall pay out of the funds on
hand all bills, payrolls and other just debts of the corporation of whatever
nature upon maturity. He shall perform all other duties incident to the office
of the treasurer and upon request of the board shall make such reports to it as
may be required at any time. He shall, if required by the board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation. He shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board of Directors or the
president. The assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision of the treasurer.


                                    ARTICLE V

                                      Stock

         Section 1. CERTIFICATES. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the corporation by its
president or a vice president and the secretary or an assistant secretary and
shall be sealed with the seal of the corporation or with a facsimile thereof.
The signature of the company's officers on such certificate may also be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or an employee of the
corporation. In case any officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issue. Certificates of
stock shall be in such form consistent with law as shall be prescribed by the
Board of Directors. No certificate shall be issued until the shares represented
thereby are fully paid.

         Section 2. CONSIDERATION FOR SHARES. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof),
as shall be fixed from time to time by the Board of Directors. Treasury shares
shall be disposed of for such consideration expressed in dollars as may be fixed
from time to time by the Board of Directors. Such consideration may consist, in
whole or in part of money, other property, tangible or intangible, or in labor
or services actually performed for the corporation, but neither promissory notes
nor future services shall constitute payment or part payment for shares.

         Section 3. LOST CERTIFICATES. In case of the alleged loss, destruction
or mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board of Directors may in its
discretion require a bond in such form and amount and with such surety as it may
determine before issuing a new certificate.

<PAGE>

         Section 4. TRANSFER OF SHARES. Upon surrender to the corporation or to
a transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer and such documentary stamps as may be required by law, it shall be the
duty of the corporation to issue a new certificate. Every such transfer of stock
shall be entered on the stock book of the corporation which shall be kept at its
principal office or by the registrar duly appointed.

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

         Except as otherwise provided by law, the stock of the corporation shall
be transferable or assignable only on the books of the corporation by the holder
thereof, in person or by duly authorized attorney, upon surrender of the
certificate of certificates for such shares duly endorsed for transfer.

         Section 5. TRANSFER AGENTS, REGISTRARS AND PAYING AGENT. The Board may
at its discretion appoint one or more transfer agents, registrars and agents for
making payment upon any class of stock, bond, debenture or other security of the
corporation. Such agents and registrars may be located within our outside
Wyoming. They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.


                                   ARTICLE VI

                    Indemnification of Officers and Directors

         Each director and officer of the corporation, his heirs, executors and
administrators, shall be indemnified by the corporation against expenses which
he has reasonably incurred in connection with any action, suit or proceedings to
which he may be made a party by reason of his being or having been a director or
officer of the corporation whether or not he continues to be a director or
officer at the time of incurring such expenses except in relation to matters as
to which he shall be finally adjudged in any such action, suit or proceeding,
whether civil or criminal, to have been guilty of and liable for negligence or
misconduct in the performance of his duty as such director and officer. In the
event of a settlement of any such action, suit or proceeding, such director or
officer shall be indemnified by the corporation against such expenses incurred
by such director or officer to the extent, if any, as may be determined in
connection with such settlement, and then only if such determination shall have
been approved by a court of competent jurisdiction or by a resolution duly
adopted by a majority of the whole Board of Directors, and no director included
in such majority shall have or shall at any time have had a financial interest
adverse to the corporation in the action, suit or proceeding of the subject
matter or the outcome thereof. The provisions of this paragraph shall apply to
any m ember of any committee appointed by the Board of Directors as fully as
though such person shall have been an officer or director of the corporation.

<PAGE>


                                   ARTICLE VII

                                  Miscellaneous

         Section 1. WAIVERS OF NOTICE. Whenever notice is required by law or by
the certificate of incorporation or by these by-laws, a waiver thereof in
writing signed by the director, shareholder or other person entitled to said
notice, whether before, at or after the time stated therein or his appearance at
such meeting in person or (in the case of a shareholders' meeting) by proxy,
shall be equivalent to such notice.

         Section 2. SEAL.  The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation and the words
"Seal, Wyoming."

         Section 3. FISCAL YEAR. The fiscal year of the corporation if different
from a calendar year shall be established by resolution of the Board of
Directors.

         Section 4. AMENDMENTS. The Board of Directors shall have power to make,
amend and repeal the by-laws of the corporation at any regular meeting of the
Board of Directors or at any special meeting called for that purpose. The
by-laws may be amended, altered or repealed from time to time by the affirmative
vote of the holders of a majority of the stock issued and outstanding at any
annual meeting of the shareholders, if notice of the proposed amendment,
alteration or repeal is contained in the notice of said meeting.

         Section 5. LIABILITY OF OFFICERS AND DIRECTORS. No person shall be
liable to the corporation for any loss or damage suffered by it on account of
any action taken or omitted to be taken by him as a director or officer of the
corporation in good faith, if such person exercised or used the same degree of
care and skill as a prudent man would have exercised or used under the
circumstances in the conduct of his own affairs or took or omitted to take such
action in reliance upon advice of counsel for the corporation or upon statements
made or information furnished by officers and employees of the corporation which
he had reasonable grounds to believe or in reliance upon financial statements of
the corporation prepared and certified by an independent certified public
accountant or an independent firm of certified public accountants.

ADOPTED pursuant to Special Stockholders Meeting December 11, 1996.

                                              /s/ Shirley C. Hudson
                                              ----------------------------------
                                              Shirley C. Hudson, Secretary


<PAGE>


                                   Exhibit 3.3

                              ARTICLES OF AMENDMENT


<PAGE>


Secretary of State
State of Wyoming
The Capitol
Cheyenne, WY 8200-0020


                              ARTICLES OF AMENDMENT
                                (by Shareholders)

1.       The name of the Corporation is presently Fred Hudson Studios, Inc.

2.       A.       Article I is amended as follows:

                           The name of this corporation is The Art Boutique,
Inc.

         B.       Article IV is amended as follows:

                           The aggregate number of shares which the corporation
                           shall have authority to issue is fifty million
                           (50,000,000) shares without par value, all of which
                           shall be designated common shares.

         C.       Article VI is amended as follows:


                           Article VI (relating to pre-emptive rights of
shareholders) is repealed in its entirety.

         D.       Article VII is amended as follows:

                           The address of the registered office of the
                           corporation is 214 South Center Street, Casper,
                           Wyoming 82601 and the name of its registered agent at
                           such office is Robert G. Fowler.

         E.       Article X is amended as follows:

                           Article X (relating to sale or transfer of shares of
                           the corporation being conditioned upon consent by the
                           Board of Directors) is repealed in its entirety.

3.       Each of the Amendments [P. 2. (A) through (E), both inclusive] was
         adopted on December 11, 1996 by the shareholders.

4.       The designation, number of outstanding shares and number of votes
         entitled to be cast by each voting group entitled to vote separately on
         the Amendments [P. 2. (A) through (E), both inclusive] were:

         Common shares, 157,300 shares outstanding, 157,300 shares entitled to
         vote.

<PAGE>

                  The number of votes of the common shares indisputably
                  represented at the meeting were 148,600 shares represented by
                  persons physically present and 4,900 shares represented by
                  valid proxy for a total of 153,500 votes indisputably
                  represented.

         5.       The total number of votes cast for each Amendment [Paragraph
                  2. (A) through (E), both inclusive] was 153,500 votes and the
                  total number of shares voting against each amendment was zero
                  (0).

         6.       The number of votes cast for each Amendment [Paragraph 2. (A)
                  through (E), both inclusive] was sufficient for approval.

         7.       If the amendment provides for an exchange, reclassification,
                  or cancellation of issued shares, provisions for implementing
                  the amendment if not contained in the amendment itself:

                  Not applicable.

Dated: December 19, 1996.

                                      Signed: /s/ Fred E. Hudson
                                              ----------------------------------
                                              Fred E. Hudson
                                              Title:  President