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

                                   Form 10-KSB/A-1

|X|  ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  For the fiscal year ended December 31, 2000.

|_|  TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the transition period from _____to______

                         Commission file number 0-26775

                 STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

              Nevada                                       88-038402
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                    Number)

101 Convention Center Drive, Suite 310, Las Vegas, Nevada          89109
  (Address of Principal Executive Offices)                      (Zip Code)

Issuer's telephone number (702) 735-7001

        Securities to be Registered Pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which registered
      NONE                                       NONE

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, $.001 par value per share
                                (Title of class)

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

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

The issuer's  revenues for its most recent fiscal year  (December 31, 2000 ) are
$-0-.

The  aggregate  market value of the issued voting and  non-voting  common equity
held by non-affiliates  computed by reference to the average bid and asked price
of such common stock, as of March 26, 2001, was approximately $9,000,000.

The  number of shares  of the  Common  Stock  issued  as of March 28,  2001,  is
23,402,794.

<PAGE>


                 STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.

                                   FORM 10-KSB
                   GENERAL FORM FOR REGISTRATION OF SECURITIES

                                Table of Contents



                               Part I                                     Page

Item 1.  Description of Business.....................................       3

Item 2.  Description of Property.....................................       8

Item 3.  Legal Proceedings...........................................       8

Item 4.  Submission of Matters to a Vote of Security Holders.........       9

                               Part II

Item 5.  Market For Common Equity and Related Stockholder Matters....       9

Item 6.  Management's Discussion and Analysis
                  or Plan of Operation...............................      10

Item 7.  Financial Statements........................................      12

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosures...................................      13

                               Part III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance With Section 16(a) of the Exchange Act..      13

Item 10.  Executive Compensation.....................................      15

Item 11.  Security Ownership of Certain Beneficial
          Owners and Management......................................      17

Item 12.  Certain Relationships and Related Transactions.............      18

Item 13.  Exhibits and Reports on Form 8-K...........................      18


           Signatures................................................      20










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                                     PART I

Item 1.  Description of Business

The  public  may read and copy any  materials  we file with the SEC at the SEC's
Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. The
public may obtain  information on the operation of the Public  Reference Room by
calling the SEC at  1-800-SEC-0330.  The SEC  maintains  an  Internet  site that
contains  reports,  proxy  and  information  statements  and  other  information
regarding issuers that file  electronically with the SEC and the address of that
site     is      http://www.sec.gov.      Our      Internet      address      is
www.samaritanpharmaceuticals.com.

History and Development of the Company

The  Company  was  originally  incorporated  in the State of Nevada on March 26,
1996.  On October 21,  1997,  we entered into an agreement to acquire up to 100%
but no less than 86% of the issued  and  outstanding  shares of  Steroidogenesis
Inhibitors,  Inc., a Nevada  corporation  ("SI,  Inc.").  In connection with the
agreement,  the Company  issued an  additional  4,497,000  restricted  shares to
effect a share exchange with the  shareholders  of  Steroidogenesis  Inhibitors,
Inc. and acquired 88.51% of the common stock of SI, Inc.

The Company changed its name to Steroidogenesis Inhibitors International ("SII")
on  November 6, 1997,  and  control of the Company  changed as the result of the
reorganization,  issuance  of shares and the  appointment  of new  officers  and
directors of the Company. The Company then focused its plan of operations on the
business of developing a new class of pharmaceuticals described below.

We are focused on being a  biopharmaceutical  scientific  incubator,  developing
therapeutic drugs primarily for the treatment of high cortisol related diseases.
The Company's lead  proprietary  drug  Anticort(TM)  is the subject of FDA Phase
Ib/IIa  clinical trial for indications in HIV. The Company is also exploring the
efficacy of  Anticort(TM)  as an  effective  treatment  for other high  cortisol
related diseases such as Alzheimer's, Parkinson's, and Cancer. Our hope, with no
guarantee of success,  is to "incubate"  pharmaceutical  drugs, both proprietary
and  non-proprietary,   through  development  by  purchase,   license,  research
arrangements,  or other means. The company has entered into a license  agreement
with a Canadian company,  Steroidogenesis  Inhibitors  Canada,  Inc (SI Canada.)
This  agreement is the subject of litigation  between the parties.  See,  "Legal
Proceedings."

Readers are  cautioned  that there is no guarantee  of the Company  successfully
obtaining the necessary governmental approvals for Anticort(TM) discussed below.

The Company is a researcher and developer of  pharmaceuticals  for the treatment
of  diseases  where  elevated  levels of the  stress  hormone  cortisol  plays a
significant  role in the immune  system.  The  Company  has  developed  the drug
Anticort(TM),  which is based upon a high dose of a stabilized  and complex form
of procaine hydrochloride  ("HCL").  Patients suffering from AIDS, HIV and other
serious  diseases such as  Alzheimer's,  have  increased  levels of cortisol,  a
powerful  immuno-suppressive  hormone. Management hopes that Anticort(TM) may be
shown to return  levels of cortisol  to normal when tested in clinical  research
settings.  Initially,  the  Company  has chosen to focus on the  application  of
Anticort  to benefit  people with AIDS.  While not a cure for AIDS,  the Company
believes that Anticort,(TM) if clinically proven, may benefit people with AIDS.

Our Company is seeking to  complete  the  development,  including  FDA  clinical
trials and obtaining FDA approval, of our own anti-cortisol drug, Anticort(TM).

Readers are  cautioned  that there is no guarantee  of the Company  successfully
obtaining the necessary governmental approvals for Anticort(TM).

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<PAGE>

Background of Anti Cortisols

It is  essential  to  understand  the  foundational  component  upon  which  the
Company's products and technologies are based: a hormone called cortisol.

Cortisol is a hormone manufactured by the cortex, the outer layer of the adrenal
gland,  located on top of the kidneys.  Cortisol is a vital  hormone which helps
the human body cope with stress.  When needed,  the body  responds by increasing
the levels of  adrenaline  and other  hormones in the blood,  and by  mobilizing
large amounts of glucose and other anti-stress factors to provide the energy and
zest needed in conditions that require  instant action (i.e.,  fight or flight).
Once the stressful  situation is over, the level of cortisol  returns to normal.
But, if the stressful  situation is continuous  over an extended period of time,
or is relatively  permanent as in a stressful  job, the level of cortisol  might
remain  elevated and not return to normal levels.  It is under these  conditions
that  cortisol,  a necessary  and vital hormone  during times of crises,  may be
harmful to the body. The foregoing is our opinion, and is not clinically proven.

The Product

Anticort(TM) is a drug, based upon procaine  hydrochloride  ("HCl") developed in
capsule  form to  hopefully  lower  cortisol,  subject  to  clinical  proof  and
governmental  approvals.  HCl is better known as a local anesthetic used to numb
small portions of skin.  Procaine is believed to lower the  previously  elevated
cortisol level. It is this aspect of procaine vs.  cortisol,  that attracted our
attention,  and  resulted in our  decision to test it  clinically;  i.e.,  as an
anticortisol  in the treatment of diseases  associated  with elevated  levels of
cortisol. We, of course, hope to prove our opinion through clinical trials.

While  Management  believes  that  Anticort(TM)  may help with all high cortisol
diseases, the Company is focusing its initial attention on AIDS. Note that there
is no clinical proof that the foregoing diseases are due to high cortisol.

Readers are  cautioned  that there is no guarantee  of the Company  successfully
obtaining the necessary governmental approvals for Anticort(TM).

Anticort(TM)  remains  subject  to  substantial  clinical  trials,  and  related
requirements,  including  those  imposed  by the  United  States  Food  and Drug
Administration.  The Company  cannot provide any assurance that these tests will
ultimately be proven successful or that the Company's  Anticort(TM) product will
be commercially marketable.

Clinical Trials

 A decision was made to prepare and submit an Investigation New Drug Application
(IND) to the FDA, requesting approval to clinically test Anticort(TM) in an HIV+
population, with CD4 cells over 300, a viral load of more than 10,000 copies and
with or without the patient consuming other anti-HIV medications.

This IND Application  was reviewed and modified,  with the oversight of comments
and  consideration  of the  requirements of the FDA, many times over a period of
one year, and ultimately the company received FDA approval to commence  clinical
trials for FDA Phase Ib/IIa. This FDA Phase Ib/IIa study,  carried out under the
approval of the FDA  (IND#52,663)  is currently in progress at the AIDS Research
Alliance, an independent testing organization,  in Hollywood, CA. The purpose of
the study, in summary,  is to administer  increased doses of Anticort(TM) to see
if: a) there are any side effects, and b) to ascertain if any improvements would
be noticed as one or more levels of  Anticort(TM)  are used.  The study is under
way and there are no results to report at this time.

Government  authorities  in the United  States and other  countries  extensively
regulate the research, development,  testing, manufacture,  promotion, marketing
and distribution of drug products.  Drugs are subject to rigorous regulations by

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<PAGE>

the FDA in the Untied States and similar  regulatory  bodies in other countries.
The steps  ordinarily  required  before a new drug may be marketed in the United
States, which are similar to steps required in most other countries, include and
may not be limited to,  preclinical  laboratory  tests,  preclinical  studies in
animals, formulation studies and the submission to the FDA of an investigational
new  drug  (IND)  application  for a new  drug;  the  submission  of a new  drug
application   to  the  FDA  which  was  granted   (IND#52,663);   adequate   and
well-controlled clinical trials to establish the safety and efficacy of the drug
for each  indication;  and FDA review and  approval of the new drug  application
prior to any commercial sale or shipment of the drug.

Preclinical tests include laboratory  evaluation of product chemistry,  toxicity
and formulation, as well as animal studies.

Clinical  trials to support new drug  applications  are  typically  conducted in
three steps,  but the steps may overlap.  During Phase I the introduction of the
drug into healthy human subjects or patients.  The drug is tested to assess body
metabolism,  reactions  and  safety,  including  side  effects  associated  with
increasing  doses.   Phase  II  usually  involves  studies  in  limited  patient
populations   to  assess  the  efficacy  of  the  drug  in  specific,   targeted
indications;  assess  dosage  tolerance  and  optimal  dosage;  and to  identify
possible  adverse  effects  and  safety  risks.  If a  compound  is  found to be
potentially  effective  and  have an  acceptable  safety  profile  in  Phase  II
evaluations,  then Phase III, also called Pivotal  Studies or Advanced  Clinical
Trials,  are undertaken to further  demonstrate  clinical  efficacy and test for
safety  within  an  expanded  patient  population  at  geographically  dispersed
clinical study sites.

After successful  completion of the required clinical  testing,  generally a new
drug application is prepared for filing, in which case the original  application
must  be  resubmitted  with  the  additional  clinical  information.   Once  the
submission  has been  accepted  for  filing,  the FDA has 180 days to review the
application  and  respond  to  the  applicant.   The  review  process  is  often
significantly   extended  by  FDA  requests  for   additional   information   or
clarification.  The FDA may refer  the new drug  application  to an  appropriate
advisory committee for review,  evaluation and recommendations as to whether the
application  should  be  approved.   However,  the  FDA  is  not  bound  by  the
recommendation of an advisory committee.

If FDA evaluations of the new drug application and the manufacturing  facilities
are favorable,  the FDA may issue an approval  letter.  An approval  letter will
usually contain a number of conditions that must be met in order to secure final
approval of the new drug application and  authorization of commercial  marketing
of the drug for certain indications.  The FDA may refuse to approve the new drug
application or issue a no approvable  letter,  outlining the deficiencies in the
submission. This process often requiring additional testing or information.

The duration of the Phase Ib, for the US clinical trial of Anticort(TM),  may be
about  six  months or  longer.  There is no  guarantee  how long it will take or
whether it will be successful.

Then,  the FDA requests  double blind studies which means that the drug would be
administered  under a code number  known only by the  monitor of the study.  The
monitor  administers to patients either a capsule containing the active drug, or
a placebo,  i.e., an inactive  ingredient (for example:  sugar,  oatmeal,  etc.)
identical  in color with the original  product.  The duration of the Phase II, a
double  blind  study,  where  the  product  is used in one or two  groups  of 40
patients  (twenty on the active  ingredient  and twenty on  placebo)  would take
about 12 to 14 months.

The  Phase II double  blind  studies  would be  followed  by Phase  III  pivotal
studies, where the drug would be administered, still on a double blind basis, to
200-3,000 patients.

Only after these studies, are successful, would an NDA (New Drug Application) be
submitted to the FDA requiring the issuance of an approval or approvable letter.

In the case of AIDS,  the  situation is  different  since it deals with a killer
disease, for which help is needed as soon as possible.  As such, if a drug shows
promise  of  being  effective,  it might be put on a "fast  track"  status  with

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<PAGE>

subsequent  conditional or compassionate  approval.  Approval, if granted, would
take less time but would  still  include the  extensive  Phase III  process.  In
certain  cases,  where a drug is showing  outstanding  statistical  and clinical
results,  approval  might be granted  after only one  clinical  study,  with the
obligation to continue with additional studies, even after approval.

In the case of  Anticort(TM)  we cannot know or foresee future events.  As such,
there is no  guarantee  that  the drug  would  be  successful  when  used by HIV
positive  individuals  nor can we  guarantee  the  duration of clinical  studies
needed or that a "fast track" status will apply.

Readers are  cautioned  that there is no guarantee  of the Company  successfully
obtaining the necessary governmental approvals for Anticort(TM).

Research and Development

We  estimate  that  we  have  spent approximately   $50,648    on  research  and
development, including payments towards clinical studies, during the fiscal year
ending  December 31, 1998,  approximately  $376,591 for the year ending December
31, 1999 and approximately $1,077,590.47 for the year ending December 31, 2000.

Our  expenditures,   unaudited  to  December  2000,  approximate  $3,000,000  on
Anticort(TM)  by our Company,  including  subsidiary,  relate  mostly to working
capital, the additional research on Anticort(TM),  expenses incurred over a year
with research  organizations,  travel,  documentation and other research-related
expenses.

It is of interest to note that it is our belief, based upon our knowledge of the
industry,  that the rule of thumb  concerning  money needed for a pharmaceutical
corporation to reach the Phase I status is approximately  $10,000,000.  Phase II
status  generally  incurs a cost of  approximately  $100,000,000.  Therefore  we
believe we are doing well to try and streamline our expenditures.

We anticipate that the current clinical  studies,  namely Phase Ib and IIa, will
be  completed by the middle of 2001,  for  submisson to the FDA for their review
and consideration.

Readers are  cautioned  that there is no guarantee  of the Company  successfully
obtaining the necessary governmental approvals for Anticort(TM).

We  anticipate  meeting  capital needs to undertake  future FDA clinical  trials
through the Fusion Funding.

Patents and Trademarks

In  1997,  Cortisol  Medical  Research,   Inc.,  an  anticortisol  research  and
development  company  founded by a former  Director  of the  Company and others,
assigned  all patents  pending or to be filed  relating to  Anticort(TM)  to SI,
Inc., the Company's  subsidiary.  The Company has filed an application  for, and
was issued, a U.S.  Trademark for the name  "Anticort(TM)" on July 28, 1998. The
trademark number,  issued by the U.S. Patent and Trademark Office, is 2,176,048.
The Company acquired US Patent 4,956,391  (Protected complex of procaine for the
treatment  of  symptoms  from  narcotics  addiction,   tinnitus  and  alzheimers
disease.) This patent expires September 11, 2007 and procaine in our proprietary
drug Anticort(TM), is the main ingredient. The Company may also prepare and file
applications for additional patents. Although the Company cannot anticipate when
such  applications,  if any, may be filed or whether the Company will be granted
any additional  protection for its intellectual property in the United States or
in other countries. While these patents are pending, the Company cannot estimate
when these will be issued, or rejected.  Also, a suit has been filed against the
former  Director  as to the  issue  of false  representations  of  ownership  of
Anticort(TM)  to the  Company  for the  transfer  of rights to  Anticort(TM)  in
exchange for Company shares. See Item 3. "Legal Proceedings."

While  Management  believes  that the Company  has  protected  its  intellectual
property  rights,  and upon the filing of  additional  patent  applications  may
further  strengthen the  protection of its  intellectual  property,  the Company
cannot  assure any existing or  prospective  owner of its  securities  that such

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protections will be a safeguard in all circumstances  against the duplication of
the Company's product. The Company cannot provide any assurance that any patents
which may be issued will not be challenged, invalidated or circumvented, or that
any rights  granted to the Company under those patents will provide  proprietary
protection  or  competitive  advantages  to the Company.  Also,  the Company has
relied,  and will continue to rely, on trade secrets to protect its  technology,
especially  where  patent  protection  has not  been  applied  for or may not be
appropriate or  obtainable.  The Company has tried to protect its technology and
processes in part by confidentiality agreements with its employees,  consultants
and certain contractors.  However, these agreements could be breached or, in any
event, the Company's trade secrets could otherwise become known or independently
discovered  by  competitors,  as to which the Company  may have no  intellectual
property protection.

Markets for Anticort(TM)

Readers  are  cautioned  that  there  is no  guarantee  that  the  Company  will
successfully obtain the necessary governmental approvals for Anticort(TM).

Initially,  the Company will focus on the use of  Anticort(TM) in HIV+ patients.
It was previously estimated that 33.8 million people worldwide are infected with
HIV, 16.3 million are dead already,  5.3 million new cases were reported in 1999
alone, and 16,000 people are newly infected every day. As funds become available
to the Company to continue research and development of Anticort(TM), the Company
will be able to direct its attention to Alzheimer's and Cancer.  This focus will
require the successful completion of clinical studies.

Competition

The  Company  anticipates  facing  competition  in the HIV and AIDS  markets  by
companies  testing drugs to increase immune  resistance  (immuno-modulators)  of
AIDS patients.  Also,  among the  competitors are companies that are researching
gamma  interferon  (Genentech)  and  Interleukin  2  (IL-2  Chiron)  both in San
Francisco and the GMSCF (granulocyte  macrophage colony  stimulating  factor) by
Immunex, in Seattle.

The Company may also face  competition  from companies that are directing  their
AIDS  research  towards   attacking  this  virus.   With  a  number  of  leading
pharmaceutical  companies  presently  engaged in  research  and  development  of
protease inhibitors and other anti-HIV agents in the fight against HIV and AIDS,
there are at least 12 products of this type presently on the market.

The pharmaceutical  industry is highly competitive with numerous large and small
companies performing research and development. While the Company realizes it may
be competing with companies  that have greater  resources,  it is confident that
when its Anticort(TM)  product receives FDA approval,  it can effectively market
its products and maintain a competitive edge.

Licensing Agreements

In February of 1996,  SI Inc.,  entered  into a  licensing  agreement  with S.I.
Canada.  The agreement grants S.I. Canada exclusive rights to manufacture,  use,
distribute and sell Anticort(TM)in  Canada for $300,000,  which has been paid to
SI, Inc. S.I. Canada also has the option to acquire  licensing rights in certain
other British Commonwealth countries on payment of licensing fees.

The Company  considers  the  Agreement to be  terminated  and the parties are in
litigation. See Item 3. "Legal Proceedings."

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<PAGE>

In order to increase distribution and market share, the Company intends to enter
other licensing  agreements for its products.  The Company  anticipates that the
principal elements of any licensing agreement would be the following:

         -Definition  of the  territory  and cash  advance at the signing of the
contract.

         -The  licensee  will finance all the work,  research and other  matters
needed  to  secure  their  own  regulatory  agency  approval  for  Anticort(TM).
Conversely,  some of the  licensing  countries  might  elect to wait  until  the
Company  receives FDA approval in the United States.  In this event, the Company
would  subsequently  send them the United  States  approval  plus the  necessary
documentation  so the  licensees  would be able to  secure  their  own  approval
without the time and money required for their own testing.

         -Royalties  representing a minimum guaranteed dollar amount, subject to
annual increases.

The Company is presently in negotiation with foreign  representatives to license
Anticort(TM) in other  countries.  The Company is seeking  additional  licensing
agreements  and joint  ventures with entities  interested in AIDS with a view to
having Anticort(TM) tested and approved in other countries.

Employees

         The Company has six full-time employees.

Item 2. Description of Property

The Company's  executive  offices are currently located at 101 Convention Center
Drive, Suite 310, Las Vegas, Nevada 89109. The 1,100 square foot office space is
rented at a price of $2,650  per month.  The  Company  does not have  laboratory
facilities  and  therefore  outsources  all research  and  clinical  testing and
trials.

Item 3. Legal Proceedings

On November 4, 1999,  the Company filed suit in Nevada,  District  Court,  Clark
County,  Case No. A410592,  against  Altachem Pharma,  Ltd. of Alberta,  Canada,
formerly known as Steroidogenesis  Inhibitors Canada,  Inc. and  Steroidogenesis
Inhibitors  Canada,  Inc. (the  "Defendants")  seeking a  declaratory  judgment,
damages  and other  relief as  determined  by the Court in relation to a dispute
with the Defendants.  Steroidogenesis  Inhibitors Canada, Inc. ("SI Canada"), is
the licensee for the Canadian  territory  as to the  Anticort(TM)  product,  and
Altachem Pharma, Ltd. is believed to be the parent. The Company claimed that the
Defendants  have interfered  with the  arrangements  which were made with Pashua
Partners, L.P. ("Pashua"),  an entity affiliated with Mr. Wollen, which intended
to provide  funding and other benefits to the Company.  While the Company was in
the course of  finalizing  arrangements  with Pashua,  the  Defendants  took the
position  that they were entitled  under the License  Agreement to step into the
shoes of Pashua as to the  pending  transaction,  even  though  they were a mere
licensee for one Territory.  The Company  suffered  damages in that this dispute
caused the financial  backers to terminate the  anticipated  $10 million funding
and increased the risk for future financing considering the Company had to start
from ground zero to obtain  financing  and all the time factors that go with it.
The Nevada suit was later  dismissed  on grounds that the SI Canada could not be
subjected to the suit in Nevada.  In or about November 1999, a suit was filed in
the Queens Bench in  Edmonton,  Alberta  ,Canada by Altachem  Pharma Ltd. and SI
Canada against the Company seeking to enforce their position above.  The Company
retained  counsel in Canada to  represent  and assist the  Company.  The Company
believes that the Agreement with SI Canada granting it a license as to Canada is
terminated due to the actions of the licensee in breach of contract. The Company
is asserting the claims from the Nevada suit in the Canadian proceeding.

The Company is involved in lawsuits  with a former  Director.  We do not believe
these suits have a material  affect on us,  though they are time  consuming  and
involve the  typical  disadvantages  of  litigation,  including  legal costs and
negative  perceptions.  A suit instituted  last year,  continues in the District

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Court, Clark County,  Nevada. This action was instituted by the former Director,
Alfred T.  Sapse.  The  allegations  in the suit  involve  claims that the Board
should not have compensated  certain  persons,  including the officers and Board
members,  with  shares of stock.  The  former  Director,  in the  opinion of the
Company,  does not have sufficient shares to attain "standing" in the Company to
bring the claims. A total of approximately  3,500,000 shares issued by the Board
is  at  issue,   such  shares  being   "restricted   securities"  with  "Lock-up
Agreements",  subject to SEC Rule 144,  and until the  disposition  of the suit,
these  shareholders  cannot  sell or  transfer  such  shares.  According  to the
Articles  of  Incorporation  and  By-laws  of the  Company,  the  Board had full
authority to issue the above-stated  shares.  Since that time, the Board and the
recipients of the shares have agreed to rescind the issuance of the shares,  and
have entered into  agreements  providing for  reissuance at a future date.  See,
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With  Section  16(a) of the Exchange  Act.  The Board will not issue  additional
shares to itself until the matter is resolved.

In another suit, the former  Director  alleged  claims of  defamation,  in Clark
County,  Nevada. The Court ruled in favor of the Company with a summary judgment
motion, dismissing, and thus ending the matter.

Another  suit,  the  "Patent  Suit" has been  initiated  by the Company in Clark
County,  Nevada,  against the former Director,  and Cortisol  Medical  Research,
Inc..  The Company is seeking to recover  shares of stock  previously  issued to
Cortisol  Medical  Research,  Inc.  and Sapse which were issued based upon false
representations of ownership of the Anticort(TM)  technology and the transfer of
rights to Anticort(TM) in exchange for Company shares. The Company is seeking to
recover 5,000,000 shares.

Separately, the Company initiated an application for a restraining order against
the shares of stock owned by the former  director.  This action was commenced in
Texas. The Court issued a Temporary Restraining Order in favor of the Company on
November 13, 2000,  and,  after  arguments by all parties  including  the former
Director, the Court, on December 15, 2000, reissued a Temporary Injunction Order
in favor of the Company against the former Director.


In January  2001,  a total of 594,352 of shares for Sapse and  Cortisol  Medical
Research,  which were issued to Sapse by himself  without Board  approval,  were
subjected to a court order that  prohibits  voting or selling  such shares.  The
Company believes it will be succeed in all suits involving the former Director.

The  foregoing  is a summary  of the  current  suits.  The  Company  intends  to
vigorously pursue and defend these suits upon advice of counsel.

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

None

                                     Part II

Item 5. Market For Common Equity and Related Stockholder Matters

The  Company's  Common Stock is traded on the NASD OTC Bulletin  Board under the
symbol  SPHC and the name of  Samaritan  Pharmaceuticals.  The Company is in the
process of pursuing a new corporate name, which it hopes to adopt shortly.

The following bid quotations have been reported for the period beginning October
1, 1997, when the Company's Common Stock was first priced for trading on the OTC
electronic  bulletin  board and ending the quarter ended  December 31, 2000, and
may be rounded  for  presentation.  To the extent  that the Company is unable to
determine a bid price on a quarterly  date,  the prices below are  determined on
the closest date available to the Company:

                                       9
<PAGE>

                                   Bid Prices

  Period                                      High              Low

Quarter Ended March 31, 1999                  2.50             0.37
Quarter Ended June 30, 1999                   2.56             0.43
Quarter Ended September 30, 1999              1.97             0.43
Quarter Ended December 31, 1999               0.87             0.31
Quarter Ended March 31, 2000                  4.10             1.69
Quarter Ended June 30, 2000                   3.60             1.46
Quarter Ended September 30, 2000              1.98             1.29
Quarter Ended December 31, 2000               1.30             0.65

 Such quotations reflect inter-dealer prices,  without retail mark-up,  markdown
or  commission.  Such  quotes  are  not  necessarily  representative  of  actual
transactions  or of  the  value  of the  Company's  securities,  and  are in all
likelihood  not based upon any  recognized  criteria of securities  valuation as
used in the investment banking community.

The  Company has been  advised  that 12 member  firms of the NASD are  currently
acting as market makers for the common stock.

As of March 27,  2001 there were 584 holders of record of the  Company's  common
stock.  Certain of the shares of common stock are held in "street" name and may,
therefore, be held by several beneficial owners.

As of March 27, 2001 there were  23,402,794  shares of common  stock  issued and
outstanding.  Of those shares  approximately  12,412,604 shares are "restricted"
securities of the Company within the meaning of Rule 144(a)(3) promulgated under
the Securities Act of 1933, as amended, because such shares were issued and sold
by the Company in private transactions not involving a public offering. Of these
restricted securities,  approximately 6,644,962 shares held by affiliates may be
sold pursuant to a registration statement or pursuant to Rule 144.

In general,  under Rule 144, as currently in effect, subject to the satisfaction
of certain other conditions, a person, including an affiliate of the Company (in
general, a person who has a control relationship with the company) who has owned
restricted  securities  of common  stock  beneficially  for at least one year is
entitled  to sell,  within any  three-month  period,  that number of shares of a
class of securities  that does not exceed the greater of (i) one percent (1%) of
the shares of that class then  outstanding  or, if the common stock is quoted on
NASDAQ,  (ii) the average  weekly  trading  volume of that class during the four
calendar  weeks  preceding  such sale. A person who has not been an affiliate of
the company for at least the three months immediately preceding the sale and has
beneficially owned shares of common stock for at least two (2) years is entitled
to sell such  shares  under Rule 144  without  regard to any of the  limitations
described above.

No prediction can be made as to the effect,  if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market  price of the common stock  prevailing  from  time-to-time.  Sales of
substantial  amounts of common stock on the public market could adversely affect
the prevailing market price of the common stock.

The Company has never paid a cash dividend on its common  stock.  The payment of
dividends may be made at the discretion of the Board of Directors of the Company
and will depend upon, among other things, the Company's operations,  its capital
requirements, and its overall financial condition.



Sale of Unregistered Securities

The  following  sets forth  securities  sold by the Company in the recent  past,
including any during the period covered by this document.  These securities were
shares of Common Stock of the Company,  they were sold for cash unless otherwise
noted,  they were sold in private  transactions  to persons  believed to be of a
class of "accredited  investors" not affiliated with the Company, and purchasing
the shares with an investment  intent,  and the Company relied upon, among other
possible  exemptions,  Section 4(2) of the  Securities  Act of 1933, as amended.
It's  reliance  on said  exemption  was  based  upon  the  fact  that no  public
solicitation  was  used by the  Company  in the  offer  or  sale,  and  that the
securities were legend shares,  along with a notation at the respective transfer
agent,  restricting  the  shares  from sale or  transfer  as in  customary  with
reference to Rule 144 of the U.S. Securities and Exchange Commission ("SEC").

The following  information  identifies the date,  amount of shares and price for
the securities:

                                                                      Purchase
           Date                  Purchaser               Shares         Price
          -----                 ----------              --------      ---------
         10/10/00    Stein Morgan International, Inc.     64,478        55,944
         10/27/00    Stein Morgan International, Inc.    136,469        71,494
         10/27/00    Stein Morgan International, Inc.     32,187        20,902
         11/01/00    Stein Morgan International, Inc.     45,200        32,853
         11/30/00    Stein Morgan International, Inc.     57,204        29,173
         11/30/00    Stein Morgan International, Inc.     65,290        33,878
         11/30/00    Stein Morgan International, Inc.     40,900        27,229
         12/29/00    Stein Morgan International, Inc.     62,626        27,112
         12/29/00    Stein Morgan International, Inc.    104,666        47,362
         12/29/00    Stein Morgan International, Inc.     28,380        26,097
                                               ---------------------------------
                              FQE 12/31/00               637,400       372,044
                                               ---------------------------------

The expenses  incurred in connection with the proceeds were only as to direct or
indirect payment to others (not officers,  Directors,  or persons holding 10% or
more of any class of security of the Company nor any affiliates of the Company),
and are estimated to be a total of $ 5,000 for printing, legal, postage,  filing
fees, and other related to the offering.



Item 6. Management's Discussion and Analysis or Plan of Operation

The following  discussion and analysis  should be read in  conjunction  with the
Financial Statements appearing elsewhere in this Registration Statement.

Plan of Operations

In October 1997, the Company acquired approximately eighty-nine percent (89%) of
the  outstanding  shares of S. I., Inc.,  which is a subsidiary  of the Company.
Since the  acquisition of its  controlling  interest in S. I., Inc., the Company

                                       10

<PAGE>

has focused its operations on developing its proprietary drug, Anticort(TM).  To
develop  Anticort(TM)the  Company  has been  engaged in  research  and  clinical
studies.

The Company  remains a development  stage Company with  immaterial  revenues and
substantial general and administrative  expenses,  including expenses related to
its clinical  studies  programs.  The Company's  cash has been provided from its
fund-raising activities, all of which have been conducted on a private basis (as
to fund  raising,  the company has  received  capital in private  placements  of
restricted  stock to persons known by  Management  and believed to be accredited
investors.) The Company believes  potential  private  placements,  the agreement
with Fusion Capital, and an eventual registered public offering,  if successful,
will assist the Company in meetings its cash needs, but there is no guarantee.

The company  plans to complete  its  clinical  studies,  particularly  the study
authorized by the FDA, and  eventually  with the success of those studies market
its  Anticort(TM)  product directly or through  licensing  agreements with third
parties.

While  the  company  is in the FDA  Clinical  Trial  Phase it has not  generated
revenues to meet capital  needs,  but has been  successful in obtaining  capital
infusions in private transactions from existing shareholders or persons familiar
with management.  These sporadic private placements are only to persons who are,
in management's  opinion,  accredited  investors,  willing to assume the risk of
loss of their entire investment. Management anticipates that these subscriptions
will  continue.  The company is seeking an  underwriter  to  underwrite a public
offering of securities, and has had sporadic discussions with interested parties
in New York, primarily,  in the hope that one will be engaged.  However,  except
for an  agreement  to sell  shares  to Fusion  Capital  Fund II,  LLC.  ("Fusion
Capital"),  discussed below, no commitment exists for continued investments,  or
for any  underwriting.  The  company  has thus far been able to meet its capital
needs,  and believes that  extensive  discussions  and certain  agreements  with
various  potential  sources of funding may eventually  reach  necessary  funding
agreements.  The Board of  Directors  directed  the  officers  to file Form SB-2
registration statement, offer registered securities to the market and/or as part
of  agreements  with   shareholders   and  others  to  allow  them,  as  selling
shareholders,  to sell their shares, once received, in a registered offering, as
in the case of Fusion Capital.  The officers  complied and the SEC declared such
registration   statement   effective.   Given  the  Company  has  been  able  to
substantially  meet its cash needs during the past 12 months,  and  management's
estimation of what may occur in the months ahead,  the company  believes it will
be able to continue to find avenues to obtain capital needed for operations.

The Company needs to complete various research and development  steps as part of
its  plans.  These  steps  include  the  completion  of  Phase I and  start  and
completion of Phase ll clinical  trials as to its  Anticort(TM)  product.  These
steps also include the  application  and  obtaining of FDA final  approval,  and
development of a complete product manufacturing and marketing plan or plans.

On November 13, 2000,  we entered into a common stock  purchase  agreement  with
Fusion Capital Fund II, LLC, a  Chicago-based  institutional  investor,  whereby
Fusion  Capital  agreed,  subject to contract  terms,  to buy $20 million of the
Company's common stock. The aggregate equity investment committed to the Company
by Fusion  Capital is $20 million.  These funds will be used to further  develop
the  proprietary  drug  Anticort(TM),   through  FDA  clinical  trials  and  for
acquisitions,  alliances and other corporate  opportunities.  More specifically,
Fusion  Capital has agreed to purchase from the Company up to $20 million of the
common stock over a 50-month period,  subject to a three-month  extension by the
Company.  After the U.S.  Securities & Exchange  Commission declared effective a
registration statement,  each month SPHC has the right to sell to Fusion Capital
$400,000  of its common  stock at a price  based  upon the  market  price of the
common stock on the date of each sale  without any fixed  discount to the market
price. At the Company's sole option,  Fusion Capital can be required to purchase
lesser or greater  amounts of common  stock each month up to $20  million in the
aggregate.  The  Company  has the right to control  the timing and the amount of
stock sold to Fusion Capital. SPHC also has the right to terminate the agreement
at any time without any additional cost. Other terms and conditions apply.

Management does not believe that the Company will develop any material  revenues
until the Company completes a clinical study which  demonstrates the efficacy of

                                       11

<PAGE>

Anticort(TM)  for  significant  medical  purposes  and the Company  subsequently
manufactures  and  markets  Anticort(TM)  directly,  or  with  a  joint  venture
marketing  or  manufacturing  Company,  or  pursuant  to one or  more  licensing
agreements.  An  exception  may be that the Company  could,  with no  guarantee,
recognize  revenues  as part of plans  under  way,  to  expand  the focus of the
Company beyond just Anticort(TM).

Management  estimates  the  Company's  operating  expenses  to be a  minimum  of
$125,000  and a maximum of  $150,000  per month,  depending  upon the  Company's
payments  to  outside  research  and  other  consultants.  The  Company  is also
dependent upon the proceeds of financing from the sale of its securities to fund
its clinical  studies,  particularly  the clinical  study  planned with the Aids
Research Alliance in California.  The Company's  contract with the Aids Research
Alliance  requires it to pay $650,000 for the clinical  study.  The Company paid
$324,122.50 of the $650,000  contract amount,  through March 15, 2000, and since
then has paid approximately  (un-audited) $150,000 through November 1, 2000. The
Company is current with the Aids Research Alliance.

The Company has incurred  research  development  stage  losses since  inception.
These losses consist primarily of research and related  expenditures,  marketing
costs, and consulting, and administrative overhead and expenses,  incurred while
the Company seeks to complete development of its product, which includes studies
and obtaining FDA final  approval.  No significant  revenues have been earned by
the Company, or cash flow from operations, to help pay these operating needs.

These losses were  $1,671,254  and  $1,009,972  during the years ending 1999 and
1998,  respectively,  and  $3,843,308  for 2000.  The increase is primarily  the
result of increased  expenditures for research and development,  consultants for
business, public relations, financial strategies and legal expense.

Item 7. Financial Statements

Please see the attached Financial Statements and accompanying  footnotes,  which
should be read with the statements.


                  STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC

                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS



                                      INDEX
                                                                  Page Number
                                                             ------------------
INDEPENDENT AUDITORS' REPORT                                     F - 2-F - 2A

CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheet                                                F - 3

       Statements of Operations                                     F - 4

       Statements of Shareholders' Deficit                          F - 5

       Statements of Cash Flows                                     F - 6

       Notes to Financial Statements                             F - 7-F - 16

                                       12

<PAGE>




                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Steroidogenesis Inhibitors International, Inc.

         We  have  audited  the  accompanying   consolidated  balance  sheet  of
Steroidogenesis Inhibitors International,  Inc. (a development stage company) as
of December  31, 2000 and the related  consolidated  statements  of  operations,
shareholders' deficit and cash flows for the year ended 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 audit.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly,  the  consolidated  financial  position  of  Steroidogenesis  Inhibitors
International,  Inc. (a  development  stage company) as of December 31, 2000 and
the  consolidated  results  of its  operations  and its cash flows for the years
ended  December  31,  2000 in  conformity  with  generally  accepted  accounting
principles.

         The accompanying  financial statements have been prepared assuming that
the  Company  will  continue  as a  going  concern.  The  Company  has  incurred
significant  losses  and  as  more  fully  described  in  Note  1,  the  Company
anticipates  that additional  funding will be necessary to sustain the Company's
operations  through the year ending December 31, 2001.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


                                                 /s/Feldman Sherb & Co, P.C.
                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants

New York, New York
March 29, 2001
                                       F-2


<PAGE>
                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Steroidogenesis Inhibitors International, Inc.

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Steroidogenesis Inhibitors International, Inc. (a development stage company) and
subsidiary  as of  December  31,  1999 and 1998,  and the  related  consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
years  ended  December  31,  1999 and 1998.  All  information  included in these
financial  statements is the  representation  of the owners of the Company.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

         In our opinion, the consolidated financial statements referred to above
present  fairly,  the  in all  material  respects,  the  financial  position  of
Steroidogenesis Inhibitors International, Inc. and subsidiary as of December 31,
1999 and 1998 and the  results  of its  operations,  and its cash  flows for the
years ended December 31, 1999 and 1998, in conformity  with  generally  accepted
accounting principles.

         The  accompanying  cumulative  statements of operations,  stockholders'
equity  (deficit) and cash flows regarding the period from inception  (September
5, 1994) through December 31, 1999,  include activity prior to our engagement as
auditors  upon  which we have not  performed  procedures.  Therefore,  we do not
express an opinion on them.


                                                 /s/Tabor and Company
                                                    Tabor and Company
                                                    Certified Public Accountants
Decatur, Georgia
March 6, 2000
                                      F-2A
<PAGE>


                 STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

                                     ASSETS

CURRENT ASSETS:
      Cash                                                       $      187,853
                                                                   -------------
           TOTAL CURRENT ASSETS                                         187,853
                                                                   -------------

PROPERTY AND EQUIPMENT                                                   40,163

OTHER ASSETS:
      Offering costs                                                      1,050
      Patent registration costs                                          90,079
      Purchased  technology rights                                       74,463
      Deposits                                                           15,720
                                                                   -------------
           TOTAL OTHER ASSETS                                           181,312
                                                                   -------------


                                                                 $      409,328
                                                                   =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
      Accounts payable                                           $      511,605
      Accrued expenses                                                  464,000
      Common stock to be issued                                         188,550
                                                                   -------------
           TOTAL CURRENT LIABILITIES                                  1,164,155
                                                                   -------------

DEFERRED REVENUE                                                        250,000


SHAREHOLDERS'  DEFICIT:
      Common stock, 25,000,000 share authorized at $.001
           par value,  21,534,807 issued and outstanding                 21,535
      Additional paid-in capital                                      9,390,184
      Deferred compensation                                            (759,560)
      Accumulated deficit during development stage                   (9,656,986)
                                                                   -------------
           TOTAL SHAREHOLDERS' DEFICIT                               (1,004,827)
                                                                   -------------

                                                                 $      409,328
                                                                   =============






        See accompanying notes to the consolidated financial statements.



                                       F-3


<PAGE>

                 STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

             FROM INCEPTION (SEPTEMBER 5, 1994) TO DECEMBER 31, 2000
               AND FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>

                                              From                  For the Years
                                           Inception                    Ended
                                        September 5, 1994            December 31,
                                               To            ---------------------------
                                        December 31, 2000         2000           1999
                                       -------------------   ------------  --------------
                                            (Unaudited)

<S>                                    <C>                 <C>              <C>
REVENUES                               $       50,000      $          -     $    50,000
                                        ---------------      ------------    -----------


EXPENSES:

Research and development                    1,735,191         1,077,590         379,491
Interest, net                                  13,945                 -          13,945
General and administrative                  7,897,509         2,746,810       1,309,874
Depreciation and amortization                  60,341            18,908          17,945
                                        --------------      ------------  --------------
                                            9,706,986         3,843,308       1,721,255
                                        --------------      ------------  --------------

Net loss                               $   (9,656,986)     $ (3,843,308)$    (1,671,255)
                                        ==============      ============  ==============

Loss per share-basic and diluted       $        (1.01)     $      (0.21)$         (0.12)
                                        ==============      ============  ==============

Weighted average number of
shares used in calculation of basic
and diluted loss per share                  9,597,152        17,947,520      13,391,109
                                        ==============      ============  ==============
</TABLE>









        See accompanying notes to the consolidated financial statements.

                                       F-4
<PAGE>

                  STEROIDOGENESIS INHIBITORS INTERNATIONS, INC.
                          (A DEVELOPMENT STATE COMPANY)

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT


             FROM INCEPTION (SEPTEMBER 5, 1994) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                             Number   Par Value  Reserved   Additional                                     Total
                                              of       Common      for        Paid in            Deferred  Accumulated Shareholders'
                                             Shares     Stock    Conversion   Capital   Warrants Compensation   Deficit     Deficit
                                           ---------   -------  -----------  ---------  ---------- --------- ------------ ----------
<S>                                        <C>       <C>      <C>       <C>             <C>                  <C>          <C>
Inception at September 5, 1994                     - $      - $      -  $            -  $       -         - $         -  $        -

Shares issued for cash, net of offering
 costs                                     6,085,386      609        -         635,481          -         -           -     636,090
Warrants issued for cash                           -        -        -               -      5,000         -           -       5,000
Shares issued as compensation for service    714,500       71        -       1,428,929          -         -           -   1,429,000

Net loss                                           -        -        -               -          -         -  (2,152,843) (2,152,843)
                                         -----------  --------  --------   ------------ ---------- ---------- ----------- ----------
December 31, 1996                          6,799,886      680        -       2,064,410      5,000         -  (2,152,843)    (82,753)

Issuance of stock, prior to acquisition      206,350       21        -         371,134          -         -           -     371,155
Acquisition of subsidiary for stock        1,503,000      150        -          46,545          -         -           -      46,695


Shares of parent redeemed, par
 value $.0001                             (8,509,236)    (851)       -             851          -         -           -           -
Shares of public subsidiary issued,
 par value $.001                           7,689,690    7,690      820          (8,510)         -         -           -           -

Net loss                                           -        -        -               -          -         -    (979,635)   (979,635)
                                         -----------  --------  --------   ------------ ---------- ---------- ----------- ----------

December 31, 1997                          7,689,690    7,690      820       2,474,430      5,000         -  (3,132,478)   (644,538)

Conversion of parent's shares                696,022      696     (696)              -          -         -           -           -
Shares issued for cash, net of
 offering costs                              693,500      694        -         605,185          -         -           -     605,879
Shares issued in cancellation of debt        525,000      525        -         524,475          -         -           -     525,000
Shares issued as compensation                400,000      400        -         349,600          -         -           -     350,000

Net loss                                           -        -        -               -          -         -  (1,009,945) (1,009,945)
                                         -----------  --------  --------   ------------ ---------- ---------- ----------- ----------

December 31, 1998                         10,004,212   10,005      124       3,953,690      5,000         -  (4,142,423)   (173,604)

Conversion of parent's shares                 13,000       13      (13)              -          -         -           -           -
Shares issued in cancellation of debt         30,000       30        -          29,970          -         -           -      30,000
Shares issued for cash, net
 of offering costs                            45,000       45        -          41,367          -         -           -      41,412
Shares issued as compensation              3,569,250    3,569        -         462,113          -         -           -     465,682
Detachable warrants issued                         -        -        -               -    152,125         -           -     152,125
Detachable warrants exercised                100,000      100        -         148,900   (149,000)        -           -           -
Debentures converted to stock              1,682,447    1,682        -         640,438          -         -           -     642,120

Net loss                                           -        -        -               -          -         -  (1,671,255) (1,671,255)
                                         -----------  --------  --------   ----------- ----------- ---------- ----------- ----------

December 31, 1999                         15,443,909   15,444      111       5,276,478      8,125         -  (5,813,678)   (513,520)

Conversion of parent's shares                128,954      129     (111)            (18)         -         -           -           -
Shares issued for cash, net of
 offering costs                            1,575,192    1,575        -         858,460          -         -           -     860,035
Shares issued in cancellation of debt        875,000      875        -         660,919          -         -           -     661,794
Shares issued in cancellation of
 accounts                                    100,000      100        -          31,165          -         -           -      31,265
Shares issued as compensation              3,372,945    3,373        -       2,555,094          -  (759,560)          -   1,798,907
Warrants exercised                            38,807       39        -           3,086     (3,125)        -           -           -
Warrants expired                                   -        -        -           5,000     (5,000)        -           -           -

Net loss                                           -        -        -               -          -         -  (3,843,308) (3,843,308)
                                         -----------  --------  --------   ----------- ----------- ---------- ----------- ----------
December 31, 2000                         21,534,807 $ 21,535 $      -     $ 9,390,184 $        -  (759,560)$(9,656,986)$(1,004,827)
                                         ===========  ========  ========   =========== =========== ========= =========== ===========

</TABLE>

        See accompanying notes to the consolidated financial statements.

                                       F-5



<PAGE>
                 STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

 FROM INCEPTION (SEPTEMBER 5, 1994 to December 31, 2000) AND FOR THE YEARS ENDED
                           DECEMBER 31, 2000 AND 1999
<TABLE>





                                                                From                  For the Years
                                                             Inception                    Ended
                                                          September 5, 1994            December 31,
                                                                 to            ------------   ------------
                                                          December 31, 2000       2000           1999
                                                          -----------------    ------------   ------------
                                                             (Unaudited)
<S>                                                     <C>                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                $       (9,656,986)   $  (3,843,308) $  (1,671,255)
Adjustments to reconcile net loss to net cash used in
    operating activities:
       Depreciation and amortization                                59,412           18,908         17,945
       Expenses paid through issuance of stock                   4,090,089        1,798,907        479,627
(Increase) decrease in assets:
       Notes receivable-related party                                    -           11,478          1,412
       Prepaids and other current assets                           (15,525)               -         (6,313)
       Other assets                                                      -            2,000              -
Increase in liabilities:
       Deferred revenue                                            250,000                -              -
       Due to related parties                                            -                -              -
       Accounts payable and accrued expenses                     1,061,664          778,166        214,793
                                                        -------------------     ------------   ------------
NET CASH USED IN OPERATING ACTIVITIES                           (4,211,346)      (1,233,849)      (963,791)
                                                        -------------------     ------------   ------------


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of technology rights                                     (108,969)             -                -
Purchase of property and equipment                                 (65,069)       (18,007)         (18,580)
Increase in patent registration costs                              (90,079)       (34,532)         (20,129)
                                                        -------------------   ------------     ------------

NET CASH USED IN INVESTING ACTIVITIES                             (264,117)       (52,539)         (38,709)
                                                        -------------------   ------------     ------------


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warrants                                             157,125              -          152,125
Proceeds from debentures                                           642,120              -          628,175
Proceeds from stock offerings                                    2,514,571        860,035           41,412
Common stock to be issued                                          188,550        188,550                -
Offering costs                                                      (1,050)        (1,050)               -
Short-term loan proceeds                                         1,162,000        425,000          182,000
                                                        -------------------   ------------    ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                        4,663,316      1,472,535        1,003,712
                                                        -------------------   ------------    ------------

CHANGE IN CASH                                                     187,853        186,147            1,212
CASH AT BEGINNING OF PERIOD                                                         1,706              494
                                                        -------------------   ------------    ------------

CASH AT END OF PERIOD                                 $            187,853  $     187,853  $         1,706
                                                        ===================   ============    ============

NON-CASH FINANCING & INVESTING ACTIVITIES:

Purchase of net, non-cash assets of  subsidiary
  for stock                                           $                195  $              $             -
                                                        ===================   ============    ============
Debt retired through issuance
  of stock                                            $          1,890,179  $     693,059  $       672,120
                                                        ===================   ============    ============
</TABLE>





        See accompanying notes to the consolidated financial statements.


                                       F-6


<PAGE>

                 STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.  The Company:

         Steroidogenesis  Inhibitors  International,   Inc. (the  Company),  was
incorporated as  Steroidogenesis Inhibitors, Inc., in Nevada in September, 1994.
The  Company  was  organized  to engage in  securing  the  patent  for  and  the
licensing  of a drug called ANTICORT,  a  trademarked,   proprietary  drug.  The
product  was  developed  by  Cortisol  Medical  Research,   Inc.,  the  majority
shareholder,  from  whom  the  Company   purchased  the rights.  The product was
developed  for  the  treatment of diseases related to deficiencies in the immune
system.

On October 21, 1997, the Company acquired 100% of the outstanding  stock of WEBX
Media,  Inc.,  through a  reorganization  agreement.  Under the  agreement,  the
principal shareholders of the Company exchanged their stock on a share for share
basis  for the  stock of the  Subsidiary.  At the time of the  acquisition,  the
Subsidiary  was a  non-operating  public shell with no significant  assets.  The
Company then converted such shares into shares of the Subsidiary for the purpose
of becoming a public company.

The accompanying  financial  statements have been prepared on the basis that the
Company will continue as a going concern,  which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
Company  has  incurred  a loss  since  inception  of  $9,656,987.  As such,  the
financial  statements  reflect recurring losses,  working capital  deficiencies,
negative cash flows from operating activities, and adverse key financial ratios.
The Company is dependent  upon outside  capital to continue in existence  and to
achieve profitable operations.

Management's  plans for dealing with the adverse effects of the conditions cited
above is to raise working  capital  through equity  financing  arrangements.  In
November 2000, the Company entered into a commitment  with an investment  banker
through which up to  $20,000,000  will be advanced  (See note 11).  Furthermore,
management  notes  that  many  expenditures  can be  deferred  until  funds  are
available to continue development.  While such a strategy would not be preferred
due to a competitive market, management is willing to pursue it if necessary.


                                       F-7
<PAGE>

         B. Basis of Consolidation:

         The  accompanying  financial  statements  include  the  accounts of the
Company and its subsidiary. All intercompany balances and transactions have been
eliminated in consolidation.

         C.  Property and Equipment

         Property and equipment are recorded at cost.  Depreciation  is provided
using the straight line method over the estimated useful lives of the assets.

         D. Intangibles

              1) Legal fees associated with registering Anticort, and derivative
patents are recorded at cost. Amortization, once the patent is approved, will be
calculated using the  straight-line  method,  over the estimated useful lives of
the patents.

               2) Purchased technology rights are recorded at cost and are being
amortized  using the straight line method over the estimated  useful life of the
technology.  Amortization of purchased technology was approximately  $10,900 for
the year ended December 31, 2000. Accumulated  amortization at December 31, 2000
was $34,510.

         E. Earnings (loss) per share

         The Company has adopted SFAS, No. 128,  Earnings per Share.  Net income
(loss) per common share has been  restated for all periods  presented to conform
to the provisions of SFAS No. 128.  Basic earnings  (loss) per share is computed
by dividing net income (loss)  available to common  stockholders by the weighted
average number of common shares outstanding during the period.  Diluted earnings
per share  reflects  the per share  amount  that would have  resulted if diluted
potential common stock had been converted to common stock, as prescribed by SFAS
No. 128.

         F. Use of Estimates

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

         G. Research and Development

         Research and development are treated as expenses when incurred.



                                       F-8


<PAGE>



         H. Impairment of Long-Lived Assets

         The Company reviews long - lived assets,  certain  identifiable  assets
and  goodwill  related to those on a  quarterly  basis for  impairment  whenever
circumstances  and situations  change such that there is an indication  that the
carrying  amounts may not be recovered.  At December 31, 2000,  the Company does
not believe that any impairment has occurred.

         I. Fair Value Of Financial Instruments

         Statement of Financial  Accounting  Standard No. 107 "Disclosures about
Fair Value of Financial  Instruments" (SFAS 107) requires the disclosure of fair
value information about financial  instruments  whether or not recognized on the
balance sheet,  for which it is practicable to estimate the value.  Where quoted
market prices are not readily available,  fair values are based on quoted market
prices of  comparable  instruments.  The  carrying  amount of cash and  accounts
payable  approximates  fair  value  because  of  the  short  maturity  of  those
instruments.

         J. New Accounting Pronouncements

         In June 1998 and June 2000,  the FASB issued SFAS No. 133,  "Accounting
for Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting
for Certain  Derivative  Instruments  and  Certain  Hedging  Activities."  These
statements  establish  accounting and reporting  standards  requiring that every
derivative  instrument  be recorded  on the balance  sheet as either an asset or
liability  measured at its fair value.  SFAS Nos.  133 and 138 also require that
changes in the  derivative's  fair value be  recognized  currently  in  earnings
unless  specific  hedge  accounting  criteria are met. SFAS Nos. 133 and 138 are
effective for fiscal years  beginning  after June 15, 2000. The Company does not
expect that the adoption of these new standards  will have a material  impact on
the Company's earnings or financial position.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"), which clarifies certain existing accounting  principles for the timing of
revenue recognition and its classification in the financial statements.  In June
2000, the SEC delayed the required  implementation date of SAB 101. As a result,
SAB 101 will not be effective for the Company until the quarter ended  September
30,  2001.  In  October   2000,   the  SEC  issued   further   guidance  on  the
interpretations  included in SAB 101.  The Company is  currently  analyzing  the
impact of this Staff Accounting Bulletin.

In September  2000, the FASB issued SFAS No. 140  "Accounting  for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities--a  replacement
of FASB  Statement  No. 125" ("SFAS  140").  SFAS 140 revises the  standards for
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral and requires  certain  disclosures,  but it carries over most of SFAS
125's  provisions  without  reconsideration.  This  Statement is  effective  for
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring  after March 31, 2001. This Statement is effective for recognition and
reclassification  of collateral and for disclosures  relating to  securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company is currently analyzing this new standard.

                                       F-9

<PAGE>



         K. Accounting for Stock Options

         The Company adopted Statement of Financial Accounting Standards No. 123
("SFAS 123"), "Accounting for Stock Based Compensation". SFAS 123 encourages the
use of a  fair-value-based  method of accounting  for  stock-based  awards under
which the fair  value of stock  options is  determined  on the date of grant and
expensed  over the  vesting  period.  Under SFAS 123,  companies  may,  however,
measure  compensation  costs for those  plans  using the  method  prescribed  by
Accounting Principles Board Opinion No. 25, ("APB No.25"), "Accounting for Stock
Issued to  Employees."  Companies  that apply APB No. 25 are required to include
pro  forma  disclosures  of  net  earnings  and  earnings  per  share  as if the
fair-value-based  method of accounting had been applied.  The Company elected to
account for such plans under the provisions of APB No. 25.

2.       REVERSE ACQUISITION OF SUBSIDIARY

On October 21, 1997, the Company acquired 100% of the outstanding  stock of WEBX
Media,  Inc.,  through a  reorganization  agreement.  Under the  agreement,  the
principal shareholders of the Company exchanged their stock on a share for share
basis  for the  stock of the  Subsidiary.  At the time of the  acquisition,  the
Subsidiary  was a  non-operating  public shell with no significant  assets.  The
Company then converted such shares into shares of the Subsidiary for the purpose
of becoming a public company.

The  acquisition  has been  accounted  for as a  reverse  acquisition  under the
purchase method for business combinations.  Accordingly,  the combination of the
two  companies is recorded as a  recapitalization  of the  Company,  pursuant to
which the Company is treated as the continuing entity.

3.       DEFERRED REVENUE

The Company received $250,000 from  Steroidogenesis  Inhibitors Canada,  Inc., (
SI- Canada) for a licensing agreement. The licensing agreement has a duration of
ten  years  beginning  with the date the  drug is  approved  for use in  Canada.
Pursuant  to the  agreement,  the Company  has agreed to provide  assistance  in
securing such approval.  The revenue will be recognized as expenses are incurred
in providing such  assistance.  The Company is currently  involved in litigation
with this entity.

 4.      COMMITMENTS AND CONTINGENCIES

The Company has contracted with the Aids Research  Alliance to perform  clinical
testing  required  pursuant to the Company's  efforts to secure FDA approval for
Anticort. Approximately $469,000 of the $700,000 amended contract was paid as of
December 31, 2000.  Accrued at December 31, 2000,  and paid in early January was
$30,000.

The Company leases various facilities under operating lease agreements  expiring
through April 2002. The facilities lease  agreements  provide for a base monthly
payment of $2,620 per month.

                                      F-10


<PAGE>


Rent  expense for the year ended  December 31, 2000 was $33,119.  Future minimum
annual lease payments under the facilities lease agreements are as follows: 2001
$32,400, 2002 $2,779, Thereafter $0.

5.       PROPERTY AND EQUIPMENT

Property and  equipment,  at cost,  consist of the  following as of December 31,
2000:

         Furniture and Fixtures                    $                65,069
         Less accumulated depreciation                              24,906
                                                             -------------------
                                                   $                40,163
                                                             ===================

6.       INCOME TAXES

The Company  follows  Statement  of  Financial  Accounting  Standards  No. 109 -
Accounting for Income Taxes,  which requires  recognition of deferred tax assets
and  liabilities  for the expected  future tax  consequences of events that have
been  included in the financial  statements  or tax returns.  Under this method,
deferred tax assets and  liabilities  are based on the  differences  between the
financial  statement and tax bases of assets and  liabilities  using enacted tax
rates in effect for the year in which the differences are expected to reverse.

The Company has net  operating  loss at December  31, 2000 of  approximately  of
$8,000,000, expiring through 2015.

Deferred  income tax assets as of December 31, 2000 of $2,700,000 as a result of
net  operating  losses,  have been fully  offset by  valuation  allowances.  The
valuation  allowances  have been  established  equal to the full  amounts of the
deferred  tax assets,  as the Company is not assured that it is more likely than
not that these benefits will be realized.

A  reconciliation  of the statury U.S.  Federal rate and  effective  rates is as
follows:

                                                     Years ended December 31,
                                             -----------------------------------
                                                     2000              1999
                                             ------------------ ----------------
           Net operating loss benefit                      35%              35%
           Benefit not utilized                           (35%)            (35%)
                                             ------------------ ----------------
           Effective Rate                              -                 -
                                             ================== ================



                                      F-11


<PAGE>



7.       SHAREHOLDERS' DEFICIT

         A. Stock warrants and options:

                                                                    Weighted
                                                                     Average
                                                  Shares          Exercise Price
                                            -----------------   ----------------
         Outstanding and exercisable at
          December 31, 1998                     1,318,500              4.88
         Granted                                  150,000              0.32
         Exercised                               (100,000              0.01
         Expired                               (1,218,500              5.00
                                            -----------------   ----------------
         Outstanding and exercisable at
          December 31, 1999                       150,000              2.65
         Exercised and expired                   (150,000)             0.32
                                            -----------------   ----------------
         Outstanding and exercisable at
          December 31, 2000                          -                  -
                                            =================   ================


The 1,218,500  options  granted during the year ending  December 31, 1998,  were
pursuant to a 506 offering.  This included the 525,000 shares of stock issued in
satisfaction of the short-term debt at December 31, 1997.

During the year ended December 31, 1999, 150,000 detachable warrants were issued
with convertible debentures.  The warrants were valued at the difference between
the  exercise  price at the trading  price of the stock on the date the warrants
were issued.  Of the warrants  issued,  100,000 were exercised  during 1999. The
remaining  warrants had a cashless exercise feature which adjusted the amount of
shares to be issued for the trading price of the stock on the date exercised. In
full satisfaction of those outstanding  detachable warrants,  38,807 shares were
issued in February, 2000.

         B. Stock as compensation and settlement of debt

         The Company  issues stock as  compensation  for services and  supplies,
valuing  such issues  premised  upon the fair  market  value of the stock or the
services, whichever is more clearly determinable.

During  1998,  the  Company  issued  400,000  shares for  services  rendered  by
non-employees.

During  1999,  the Company  issued  3,569,250  shares of stock as  compensation,
valuing such issuances at $465,682.

                                      F-12


<PAGE>

An additional  100,000  shares were issued in January for services  incurred and
accrued during 1999.

During the year ended  December  31,  2000,  the Company  issued an aggregate of
3,372,945  shares of common stock to various  consultants,  in  consideration of
services  rendered or to be rendered to the Company.  Such shares were valued at
an aggregate of $2,558,467 ranging from .25-.98 per share, representing the fair
value of the shares issued.  The issuances were recorded as $759,560 of deferred
compensation and the balance of $1,798,907 as non-cash compensation expense.

During the year ended December 31, 2000 the Company  exchanged 875,000 shares of
the Company's common stock in settlement of indebtedness.

         C. Stock option plan

         The Company has a stock  option plan under which  2,500,000  shares are
reserved.  At December  31, 2000,  no options have been granted  pursuant to the
plan.

         D. Other

         Outstanding shares does not include 594,352 of shares which were issued
without Board approval and are subjected to a court order that prohibits  voting
or selling such shares.

         E. Stock Warrants

         During the year ended  December 31, 2000,  the Company  issued  100,000
warrants.  The following  table  summarize  information  about stock warrants at
December 31, 2000:

                    Exercise Price            Warrants            Remaining
                                           Outstanding and      Contractual Life
                                          Exercisable Number
                                             Outstanding

                       $1.00                   100,000                 4

8.       RELATED PARTY TRANSACTIONS

The Subsidiary  purchased the technology rights from an entity controlled by the
president  of the  Company  for  $108,968  which  represented  the  shareholders
historical cost of the rights.  SI-Canada,  subsequent to securing the licensing
agreement  with  the  Company,  issued  300,000  share to the  president  of the
Company.

 During  1999,  consulting  fees of  $24,000  were paid to an entity  owned by a
family member of a director.

                                      F-13


<PAGE>



9.       RISKS AND UNCERTAINTIES

Marketability  of the product is dependent,  among other  things,  upon securing
additional capital to successfully complete the clinical testing of the product,
securing FDA approval, and procurement of viable patents.

10.      LITIGATION

         A. Litigation with Canadian Licensee

On November 4, 1999,  the Company filed suit in Nevada,  District  Court,  Clark
County,  Case No. A410592,  against  Altachem Pharma,  Ltd. of Alberta,  Canada,
formerly  known  as  Steroidogenesis  Inhibitors  Canada,  Inc.  (Altachem)  and
Steroidogenesis  Inhibitors  Canada,  Inc.  (SI  Canada)  seeking a  declaratory
judgment,  damages and other relief as determined by the Court. SI Canada is the
licensee for the Canadian  territory for the Anticort  product,  and Altachem is
believed to be the parent.

The Company claimed that the Defendants have interfered with  arrangements  made
with Pashua  Partners,  L.P.  (Pashua).  Pashua  intended to provide funding and
other benefits to the Company. While the Company was in the course of finalizing
arrangements with Pashua, SI Canada and Altachem claimed that they were entitled
to step into the shoes of Pashua for the pending  transaction,  even though they
were a mere licensee for one Territory.  As a result,  financial backers for the
Company  terminated the  anticipated  $10 million funding and increased the risk
for future  financing.  In fact the Company was  compelled  to start from ground
zero to obtain financing.

Although  the  Company's  lawsuit  in  Nevada  was  eventually  dismissed  on  a
jurisdictional  basis, the Company is currently pursuing the identical claims in
the Queens Bench in Edmonton,  Alberta, Canada, where SI Canada and Altachem are
subject to  jurisdiction.  In or about  November  1999,  a lawsuit  was filed in
Canada where the Company,  SI Canada, and Altachem are pursuing their respective
claims.  The litigation is expected to resolve  without a material effect on the
Company.

         B. Litigation with Former Director

The Company is  currently  engaged in  litigation  with former  director  Alfred
Sapse.  Following  his  resignation,  two lawsuits were  initiated by Sapse.  In
addition,  after discovering  breaches of fiduciary duties by Sapse, the Company
filed a lawsuit against Sapse,  Cortisol Medical Research,  Inc,  (Cortisol) and
Sapse for the return and cancellation of illegally issued shares.

In or about June 2000, Sapse filed a lawsuit against the Company in the District
Court, Clark County,  Nevada, Case No. A420721. The principal allegations in the
lawsuit  concern the  issuance of shares to members of the board of directors as
compensation  for  services  rendered.  Since  that  time,  the  Board  and  the
recipients of the shares have agreed to rescind the issuance of the shares,  and
have entered into agreements providing for reissuance at a future date.

                                      F-14


<PAGE>

The Company has been  successful  in its defense of this lawsuit and expects the
suit to be resolved soon without materially  affecting the company.

In or about September 2000, Sapse filed another lawsuit in District Court, Clark
County,  Nevada,  Case No.  A424126.  Sapse  alleged  claims of  defamation  and
invasion of privacy claims.  Immediately  after the lawsuit was filed, the Court
awarded the Company Summary Judgment, thus dismissing Sapse's claims against the
company.

In or about October 2000, the Company filed a lawsuit  against Sapse,  Cortisol,
and Renee Sapse, to remedy a self dealing  transaction  initiated by Sapse.  The
Company is actively  pursing  claims in this lawsuit  because  Sapse  improperly
caused  the  issuance  of  shares,   thus   resulting  in  unfair   dilution  of
shareholder's  value.  As such,  the Company is taking all action  necessary  to
return the improperly issued shares to the Company.

Making a preliminary finding that Sapse had breached his fiduciary duties to the
Company,  the Court has frozen and  sterilized  hundreds of  thousands of shares
improperly  issued by Sapse.  However,  the  Company is  actively  pursuing  all
wrongfully  issued  shares and expects  that this  litigation  will  benefit the
Company.

Similarly,  the Company filed suit in District  Court,  Dallas County,  Texas to
stop the transfer of shares  currently in the possession of Sapse,  Cortisol and
Renee Sapse. The Company  succeeded in restricting the transfer of all shares in
their  possession  so that the Company  may  eventually  recover all  improperly
issued shares by Sapse.

11.      FUSION TRANSACTION

On November 13, 2000,  we entered into a stock  purchase  agreement  with Fusion
Capital  Fund II, LLC,  ("Fusion")  pursuant to which Fusion  Capital  agreed to
purchase up to $10 million of the Company's  common stock over a 25 month period
from January 17, 2001,  which period may be extended an additional  three months
at the Company's discretion.

Subject to the limits on purchase and the  termination  rights  described  below
during each month, Fusion Capital shall purchase up to $400,000 of the Company's
common stock. The obligation of Fusion Capital to purchase each month is subject
to customary conditions,  all of which are outside the control of Fusion Capital
as well as the Company's right to suspend purchases described below.

At such time as Fusion Capital  purchases  $10,000,000  of the Company's  common
stock,  the Company,  at its  discretion,  may elect to enter into an additional
$10,000,000  common stock  purchase  agreement.  This amount may be increased or
decreased  by us. The selling  price per share is equal to the lowest of (a) the
lowest  sale price of our common  stock on the day of  submission  of a purchase
notice by Fusion  Capital;  or (b) the average of the three lowest  closing sale
prices of our  common  stock  during  the 15  trading  days prior to the date of
submission of a purchase notice by Fusion Capital; or (c) $20.00.

                                      F-15

<PAGE>

The selling  price will be adjusted  for any  reorganization,  recapitalization,
non-cash dividend, stock split or other similar transaction occurring during the
15 trading  days in which the closing sale price is used to compute the purchase
price.  Notwithstanding the foregoing, Fusion Capital may not purchase shares of
common  stock  under the stock  purchase  agreement  if  Fusion  Capital  or its
affiliates  would  beneficially  own  more  than  4.99%  of our  then  aggregate
outstanding common stock immediately after the proposed purchase.

If the closing sale price of the  Company's  common stock is below  $20.00,  the
Company has the  unconditional  right to suspend  purchases until the earlier of
(1) our revocation of such suspension and (2) such time as the sale price of our
common stock is above $20.00.

If the closing  sales price of the  Company's  common  stock on each of the five
trading days immediately prior to the first trading day of any monthly period is
at least $5.00, the Company has the right to require that Fusion purchase all or
a portion of the remaining  amount of the stock  purchase  agreement  during the
next two monthly periods.

If the closing sale price of the Company's  common stock is below $20.00 for any
10 consecutive  trading days,  then we may elect to terminate the stock purchase
agreement without any liability or payment to Fusion.

Under  the  terms of the  stock  purchase  agreement,  Fusion  Capital  received
1,054,945 shares of our common stock.

In connection with this agreement,  the Company has agreed to pay to consultants
200,000  warrants  exercisable for the Company's  common stock. The warrants are
issuable upon the initial funding by Fusion.



                                      F-16

<PAGE>

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

None.

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act

The  following  table sets forth the  directors,  executive  officers  and other
significant employees of the Company,  their ages, and all offices and positions
with the Company. Officers and other employees serve at the will of the Board of
Directors.

                             Term Served As   Positions
Name of Director        Age  Director Since   With Company
---------------------- ----- ---------------- -----------------
Dr. Janet Greeson       57   Oct. 1997        Director, C.E.O.,
                                              Secretary

Albert Wollen           54   Feb. 2000        Director, President

Eugene Boyle            35   June 2000        Director, Chief Financial Officer,
                                              Chief Operating Officer

Douglas Bessert         43   March 2001       Director, Vice President

Welter Holden           68   Oct. 1997        Director

Paul Burkett            77   Oct. 1997        Director

Cynthia Thompson        40   March 1999       Director

H. Thomas Winn          60   March 1999       Director

Brian Sullivan          48   March 2001       Director

                                       13
<PAGE>

         Janet Greeson, Ph.D. has been our Chief Executive Officer since October
30, 2000, and our Secretary,  Executive Vice President and a Director, since the
Companies  inception as a public  company,  November  1997.  Dr. Greeson was our
President from June,  2000,  until October 30, 2000. Dr. Greeson is a well known
psychologist  and author,  and has appeared on numerous radio and TV shows.  She
has been an  executive  in the  business  of  healthcare  for over 25 years  and
founded,  grew and merged over 20 companies  which were acquired by Columbia/HCA
(NYSE:COL)  and went on to  facilitate  over 20 more hospital  acquisitions  for
Columbia. Dr. Greeson has an eclectic past, she served on the Board of Directors
of an International  Anonymous  organization as an Executive  Director for eight
years, worked with Mother Theresa and was the U.S. Congressional Nominee for the
State of Nevada in 1994. Dr. Greeson  currently  serves on the Advisory Board of
Directors   of  Maxheal   Inc.,   a  company   pursuing   the  sale  of  various
pharmacological   products,   and  on  the  Board  of   Restaurant   Connections
International,  Inc.,  a  company  with  approximately  13  licensed  Pizza  Hut
locations in Brazil.  Dr. Greeson devotes  substantially  all of her time to the
affairs of Samaritan Pharmaceuticals.

         Albert  Wollen has been a Director of the Company  since  February  14,
2000,  and became  President on October 30, 2000.  He served as Chief  Executive
Officer from February 14, 2000 to October 30, 2000.  From 1985 to February 1993,
he was an executive  with  Ladenburg  Thalmann & Co., an investment  banking and
brokerage  firm,  located  in New  York,  serving  as  Syndicate  Manager.  From
approximately February,  1995, to December, 1999, he was one of four co-founders
and Managing  Directors of Raintree  Capital,  L.L.C.,  which  founded a company
called  First  America  Automotive,  devoted to the sale of new  automobiles  of
various manufacturers.

         Eugene  Boyle  has  been  our  Chief Financial Officer, Chief Operation
Officer,  and a  Director  since  June 16,  2000.  Mr.  Boyle  received a BSE in
Computer  Engineering and Applied  Mathematics from Tulane University and an MBA
from Babson  College.  From 1993 to 1994, Mr. Boyle was employed by Columbia/HCA
as its Chief  Operations  Officer for the southeast  region.  Mr. Boyle assisted
with mergers and acquisitions of numerous hospitals,  and he was responsible for
reducing  operational  expenses.  Mr.  Boyle  has  passed  the  series  7 and 63
securities  brokerage  registered  representative  exams,  although  he is not a
practicing representative.

         Doug  Bessert has been a Director  since March 15,  2001.  Mr.  Bessert
received his BS in Marketing from the  University of Wyoming.  Since April 1999,
Mr.  Bessert  has been the  founder  and a  consultant  of  Douglas  D.  Bessert
Financial  Consultants,  a financial consulting firm that manages portfolios for
over 230 clients.  From  October 1981 until  November  2000,  Mr.  Bessert was a
partner,  developer,  and  marketer  at  Country  Lane  Estates,  a real  estate
development company.

         Welter "Budd" Holden has been a Director  since October 31, 1997.   Mr.
Holden  assisted the Company in recruiting and networking  patients for clinical
trials.  For the past five years, Mr. Holden has been an independent  consultant
providing  architectural and interior design advice.  Mr. Holden is the Chairman
of  our  Business/Scientific  Advisory  Board.  Mr.  Holden  received  his BA in
architectural and interior design from the Pratt Institute.

         Paul J. Burkett has been a Director since October 31, 1997.  Since 1996
Mr.  Burkett  has worked in  independent  mining and real estate  ventures.  Mr.
Burkett  has served as a member of the Board of  Directors  of  Aaminex  Capital
Corporation,  a company holding inactive mining  properties in Nevada and equity
in  Nevada  Gold  and  Casinos,   Inc.   Since  1993  Mr.  Burkett  has  been  a
Vice-President and a Director of Nevada Gold and Casinos,  Inc., a public gaming
and real estate  development  firm.  Since March 1998,  Mr. Burkett has been the

                                       14

<PAGE>

President of Goldfield  Resources,  a wholly owned subsidiary of Nevada Gold and
Casinos that owns approximately 500 inactive mining claims.

         Cynthia  C. Thompson  has  been  a  Director since March 31, 1999.  Ms.
Thompson is the founder,  and since May 1998, has served as the Chief  Executive
Officer of United States Service  Company,  a service  company  serving food and
beverage original equipment  manufacturers and food service vendors  nationwide.
In May 1998, Ms. Thompson founded  Intuitive  Solutions  International,  Inc., a
Houston,  Texas firm  engaged in capital  formation  and  operations  management
consulting,  where she  serves as the  President.  From May 1987 to May 1993 Ms.
Thompson was a  representative  at E.F.  Hutton/Shearson  Lehman Brothers in the
Regional  Institutional  Group assisting with bank and  institutional  accounts.
From May 1993 to May 1994,  she was a  corporate  accounts  representative  with
Oppenheimer  &  Company,  Inc.,  and  from  May  1994 to May  1998,  she was the
Director,  Corporate  Finance  Department,  of  D.E.  Frey &  Company,  Inc.,  a
brokerage firm.

         H. Thomas Winn has served as a Director since March 31, 1999.  Mr. Winn
has served as the Chairman, Chief Executive Officer, President and a Director of
Nevada Gold & Casinos,  Inc., a public gaming and real estate  development firm,
since  January  1994.  He has also served as Chairman  and  President of Aaminex
Capital Corporation, a consulting and venture capital firm since 1983.

         Brian Sullivan has been a Director  since March 15, 2001. Mr.  Sullivan
has a BA in  Psychology  and English from the  University  of  Massachusetts  at
Amherst,  and a Masters in Victorian  Philosophy  from the University of Hall in
England.  From 1982 to 1996,  Mr.  Sullivan  served as  Director  of  Pratesi of
Beverly Hills,  where he was  responsible  for  negotiating a relationship  with
Neiman-Marcus,  starting  new  franchises,  and opening  new  stores.  From 1996
through 1997, Mr. Sullivan was Director of Antiques at Charles  Pollack,  in Los
Angeles, increasing sales by over $1M in one year.

Directors  serve until the next annual  meeting of  shareholders  or until their
successors  are elected and  qualified.  Officers serve at the discretion of the
Board of  Directors.  No  Director or  executive  officer of the Company has any
family relationship with any other director or executive officer of the Company,
except that Mr. Boyle is the son of Dr. Greeson.


The Company has formed,  by  determination  of the Board of Directors,  an Audit
Committee,   and   a   Compensation   Committee,   and   has   also   formed   a
Business/Scientific Advisory Board, with all of these under completion as to who
will be  appointed,  policies and meeting  schedules,  with,  however,  Director
Holden to act as initial Chair of the Business/Scientific Advisory Board.

Item 10.  Executive Compensation

         The  following  table  summarizes  the  compensation  paid to our chief
executive  officer and the other four most highly paid executive  officers whose
total  salary and bonus exceed  $100,000 for the year ending  December 31, 2000,
whom we refer to as our named executive officers:

                           SUMMARY COMPENSATION TABLE


                           Annual Compensation            Long-Term Compensation

                                              Salary       Securities Underlying
Executive Officer  Year     Salary   Bonus   Accrued              Options

Janet Greeson*     1998       0        0        0                    0
                   1999     40,000     0        0                    0
                   2000     30,000     0     282,000                 0

                                       15
<PAGE>

Eugene Boyle*      1998       0        0        0                    0
                   1999       0        0        0                    0
                   2000       0        0     182,000                 0


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

     * On June 16, 2000, Dr. Greeson, Ms. Thompson and Messrs.  Boyle,  Burkett,
     Holden,  Winn  and  Wollen  received,  respectively,   1,000,000,  250,000,
     500,000,  100,000,  100,000,  100,000 and 1,000,000 shares of the Company's
     common stock as compensation for past services rendered to the Company.  On
     February 28, 2001,  the  Company's  Board of Directors  rescinded  all such
     shares  effective  as of  November  2,  2000,  subject to an  agreement  to
     re-issue the rescinded shares upon  stockholder  approval of an increase in
     the  authorized  shares of common  stock.  Such  rescinded  shares  are not
     included in the amounts shown in the table above.

1997 Stock Option Plan

         Our 1997 Stock  Option  Plan (the  "Plan")  was adopted by our Board of
Directors  and  approved by our  stockholders  at the 1997 Annual  Meeting.  Two
million five hundred  thousand shares of common stock were reserved for issuance
upon exercise of options granted under the Plan.

         The  purpose of the Plan is to promote  the  success of our Company and
its  subsidiaries  by facilitating  the retention of competent  personnel and by
furnishing  incentive  to  officers,  directors,  employees,   consultants,  and
advisors upon whose efforts the Company's success will depend to a large degree.

         The  Compensation  Committee of our Board of Directors  administers our
Plan. The Committee has sole power and authority, consistent with the provisions
of our Plan, to determine which eligible  participants will receive awards,  the
form of the awards and the number of shares of our common stock  covered by each
award. The committee may impose terms, limits,  restrictions and conditions upon
awards, and may modify,  amend,  extend or renew awards, to accelerate or change
the exercise  timing of awards or to waive any  restrictions or conditions to an
award.

         Our Plan  permits the  granting  of options to  purchase  shares of our
common stock  intended to qualify as incentive  stock options under the Internal
Revenue Code and stock  options that do not qualify as  incentive  options.  The
option  exercise price of each option will be determined by the  committee.  The
term of each option will be fixed by the committee. The Committee will determine
at what time or times each option may be exercised  and, the period of time,  if
any, after  retirement,  death,  disability or termination of employment  during
which options may be exercised.

         As of March 25,  2001,  the  Company  has not  granted  any  options to
purchase  any of the  Company's  Common  Stock  under  the  Plan.  Our  Board of
Directors  has agreed to  terminate  the Plan upon  stockholder  approval of the
Samaritan Pharmaceuticals, Inc. 2001 Stock Incentive Plan.

401(k) Plan

We adopted a tax-qualified employee savings and retirement plan, or 401(k) plan,
covering our full-time  employees located in the United States.  The 401(k) plan
is intended to qualify  under  Section  401(k) of the  Internal  Revenue Code of
1986, as amended, so that contributions to the 401(k) plan by employees, and the
investment  earnings thereon,  are not taxable to employees until withdrawn from
the 401(k)  plan.  Under the 401(k)  plan,  employees  may elect to reduce their
current compensation up to the statutorily  prescribed annual limit and have the
amount of such contribution contributed to the 401(k) plan. The 401(k) plan does
permit additional  matching  contributions to the 401(k) plan by us on behalf of
participants in the 401(k).

                                       16
<PAGE>


 Item 11.  Security Ownership of Certain Beneficial  Owners and Management

The following table sets forth information regarding beneficial ownership of our
common  stock  as of  March  27,  2001,  by  all  persons  known  by  us to  own
beneficially  5% or more of the  outstanding  shares of our common  stock,  each
director, and all executive officers and Directors as a group:

Name and Address of             Number of Shares              Percentage
Beneficial Owner                of Beneficially Owned      Ownership of Class(1)
----------------------          ----------------------     ---------------------

Welter Holden(2)(3)(6)(8)           200,000                   .9%
205 Bradford Street
Provincetown, MA 02657

Dr. Janet Greeson(2)(3)(6)(8)       200,000                   .9%
8058 Pinnacle Peak Ave.
Las Vegas, NV 89113

Paul Burkett(2)(3)(6)(8)            128,500                   .5%
4518 Whitset
Studio City, CA 91604

Cynthia Thompson(2)(3)(5)(6)(8)     154,000                   .7%
3040 Post Oak Blvd. #695
Houston, Texas 77056

H. Thomas Winn(2)(3)(6)(8)          100,000                   .4%
3040 Post Oak Blvd. #675
Houston, Texas 77056

Cortisol Medical Research(4)      1,545,100                 6.6%
2915 W. Charleston #7
Las Vegas, NV 89102

Albert Wollen (2)(3)(6)(7)(8)       200,000                  .9%
Windermere Capital
5847 San Felipe, S. 310
Houston TX 77057

Eugene Boyle (2)(6)(8)            1,319,000                5.6%
101 Convention Center Drive #310
Las Vegas, Nevada, 89109

Brian Sullivan(2)(6)                750,000                3.2%
101 Convention Center Drive #310
Las Vegas, Nevada, 89109

Douglas Bessert(2)(3)                 -0-                  -0-

All officers and Directors        3,051,500               13.1%
as a group (9) persons (2)(6)(8)


                                       17

<PAGE>

--------
(1)  Calculated  on the basis of  23,402,794  shares of Common  Stock issued and
     outstanding  and  percentages  are rounded and so are approximates.
(2)  Officer and/or Director.
(3)  The Director owns less than one percent.
(4)  Includes   1,545,100  shares  held  by  Cortisol  Medical  Research,  Inc.,
     subject  to  dispute  by the  Company.  See,  "  Legal Proceedings."
(5)  24,000  shares   are  held  by  Intuitive  Solutions  International,  Inc.,
     which Ms.  Thompson  controls,  and  10,000  are held in her name.
(6)  Includes, in  accordance  with Rule  13d-3,  shares an officer or  Director
     may be deemed the  beneficial  owner,  except  note: Mr. Boyle is a son  of
     Dr. Greeson, and they each disclaim  beneficial  ownership  of each other's
     shares.
(7)  Includes 200,000 shares held by Windermere  Capital,  L.L.C., a company  he
     owns and controls.
(8)  Includes  shares  issued  to the  Directors  and that are the  subject of a
     suit.  See,  " Legal  Proceedings."   On  June 16,  2000,  Dr. Greeson, Ms.
     Thompson  and  Messrs.  Boyle,  Burkett,  Holden, Winn and Wollen received,
     respectively, 1,000,000, 250,000,  500,000, 100,000,  100,000,  100,000 and
     1,000,000  shares,  of  the  Company's  common  stock as  compensation  for
     past services  rendered to the Company. On February 28, 2001, the Company's
     Board  of Directors  rescinded all such shares  effective as of November 2,
     2000,  subject  to  an  agreement  to  re-issue  the rescinded  shares upon
     stockholder  approval  of  an  increase in the authorized  shares of common
     stock. The  rescinded  shares  are not included in the amounts shown in the
     table above.

Item 12. Certain Relationships and Related Transactions

The following  transactions are believed by Management to be on terms as fair to
the  Company as those the  Company  could have  obtained  from  unrelated  third
parties and arms-length negotiations.

On June 16, 2000, Dr. Greeson, Ms. Thompson and Messrs. Boyle, Burkett,  Holden,
Winn and Wollen received,  respectively,  1,000,000,  250,000, 500,000, 100,000,
100,000,  100,000  and  1,000,000  shares,  of the  Company's  common  stock  as
compensation  for past services  rendered to the Company.  On February 28, 2001,
the  Company's  Board of  Directors  rescinded  all such shares  effective as of
November 2, 2000,  subject to an agreement to re-issue the rescinded shares upon
stockholder approval of an increase in the authorized shares of common stock.

During the middle of 1999,  before Mr.  Wollen became an officer of the Company,
his company, Windermere Capital, L.L.C., advanced, on behalf of Pashua Partners,
a company which was under negotiations for a funding of the Company,  the sum of
$50,000 as an initial  payment of a $500,000  intended loan to the Company.  The
loan was not finalized  since the funding  transaction  was not completed due to
matters  relating to certain  litigation.  See, Legal  Proceedings."  Windermere
Capital,  L.L.C. has cancelled the debt in exchange for 200,000 shares of common
stock, in restricted form with reference to SEC Rule 144.


                                    PART III

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K.

Index to Exhibits

Exhibit
No.               Description


 2.1       Agreement and Plan of Reorganization*

 3.1       Articles of Incorporation, as amended*

                                       18
<PAGE>

 3.2       By-Laws (adopted March, 2001)

 4.1       Form of common stock certificate*

 4.2       1997 Stock Option Plan*

10.1       License Agreement between Cortisol Medical
                  Research, Inc., and Steroidogenesis
                   Inhibitors, Inc., dated September 6, 1994*

10.2       Exclusive Licensing Agreement between Steroidogenesis
                  Inhibitors, Inc., and Steroidogenesis Inhibitors Canada,
                  dated February 10, 1996*

10.3       Consulting Agreement between Performance Strategies, Inc.,
                  and the Company dated July 15, 1998*

10.4       Form of Consulting Agreement between The Augustine Equity
                   Fund and the Company dated December 17, 1999*

10.5       Agreement between AIDS Research Alliance Agreement and
                  the Company dated March 5, 1999*

10.6       Assignment between Alfred T. Sapse, M.D., and
                  Steroidogenesis Inhibitors International dated
                   July 15, 1999*

10.7       Assignment between Steroidogenesis Inhibitors, Inc., and
                  the Company dated July 15, 1999*

10.8       Common Stock Purchase Agreement between Company and
                  Fusion Capital Fund II, LLC., dated November 13, 2000**

10.9       Form of Registration Rights Agreement between Company and
                  Fusion Capital Fund  II, LLC.**

21         List of Subsidiaries**

--------------
*  Incorporated  by reference to the Company's SEC Form 10-SB filing,  including
any amendments,  on file with the  Commission.  * * Incorporated by reference to
the Company's SEC Form SB-2 filing,  including any amendments,  on file with the
Commission.

Item 2. Reports on Form 8-K. None.


                                       19

<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 OR 15 (d) of the Exchange  Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                STEROIDOGENESIS INHIBITORS
                                                    INTERNATIONAL, INC.



Dated: December 21 , 2001                        By:/s/ Dr. Janet Greeson
       -----------------                         -----------------------
                                                 Dr. Janet Greeson, Chief
                                                 Executive Officer (principal
                                                 executive officer)Director,




                                       20


                     EXHIBIT 3.2 BYLAWS ADOPTED MARCH, 2001

                                     BYLAWS
                                       OF
                 STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.


ARTICLE I

OFFICES

          Section 1.  Principal Office.
                      ----------------
The principal  office of the  corporation in the State of Nevada shall be in the
City of Las Vegas, County of Clark, State of Nevada.

          Section 2.  Other Offices.
                      -------------
The  corporation  may also have  offices in such other  places,  both within and
without the State of Nevada, as may be designated from time to time by the Board
of Directors,  where any and all business of the  Corporation may be transacted,
and where meetings of the stockholders and of the Directors may be held with the
same effect as though done or held at said principal office.


ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 1.  Place of Annual Meetings.
                      ------------------------
Annual  meetings  of  the  stockholders  shall  be  held  at the  office  of the
corporation  in the City of Las Vegas,  State of Nevada or at such other  place,
within or without the State of Nevada,  as shall be  designated  by the Board of
Directors.

          Section 2.  Date of Annual Meetings; Election of Directors.
                      ----------------------------------------------
Annual meetings of the  stockholders  shall be held at such time and date as the
Board  of  Directors  shall  determine.   At  each  such  annual  meeting,   the
stockholders  of the  corporation  shall elect a Board of Directors and transact
such  other  business  as has  properly  been  brought  before  the  meeting  in
accordance with Section 12 of this Article II.

          Section 3.  Special Meetings.
                      ----------------
Special  meetings  of the  stockholders,  for any  purpose or  purposes,  unless
otherwise  prescribed by statute,  by the Articles of  Incorporation or by these
Bylaws,  may be called by the Chairman of the Board, the Board of Directors,  or
by the  president  and  not  otherwise,  except  as  provided  in the  following
sentence.  In the event the  corporation  shall  have  failed to hold its annual
meeting of stockholders for a period of 18 months from the last preceding annual
meeting at which  directors  were elected or if such annual  meeting  shall have
been held but directors  shall not have been elected at such annual  meeting,  a
special  meeting  of the  stockholders  shall  be  called  by the  president  or
secretary  at the request in writing of a majority of the Board of  Directors or
at the  request in writing of  stockholders  owning a majority  in amount of the
entire capital stock of the  corporation  issued and outstanding and entitled to
vote.  Such request from  stockholders  shall be directed to the Chairman of the
Board, the president, the vice president or the secretary.

                                       21

<PAGE>

To be in proper written form, a stockholder's notice must set forth (i) the name
and record address of such  stockholder,  (ii) the class or series and number of
shares of capital stock of the  corporation  which are owned  beneficially or of
record  by  such  stockholder,  (iii)  a  description  of  all  arrangements  or
understandings  between  such  stockholder  and  any  other  person  or  persons
(including  their names) in  connection  with the election of directors  and any
material interest of such stockholder in such election and (iv) a representation
that such  stockholder  intends to appear in person or by proxy at such  special
meeting to vote on the  election of  directors  at such  meeting.  The  business
transacted  at such  special  meeting  shall  be  confined  to the  election  of
directors.

          Section 4.  Notices of Meetings.
                      -------------------
Notices of  meetings of the  stockholders  shall be in writing and signed by the
president, a vice president,  the secretary,  an assistant secretary, or by such
other  person or persons as the  directors  shall  designate.  Such notice shall
state the purpose or purposes for which the meeting is called and the time when,
and the place  where,  it is to be held.  A copy of such notice  shall be either
delivered personally or shall be mailed, postage prepaid, to each stockholder of
record  entitled  to vote at such  meeting  not less than ten (10) nor more than
sixty (60) days  before  such  meeting.  If mailed,  it shall be directed to the
stockholder at his address as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof shall be complete, and
the time of the notice  shall  begin to run from the date upon which such notice
is  deposited  in the  mail for  transmission  to such  stockholder.  If no such
address  appears on the books of the  corporation and a stockholder has given no
address  for the  purpose of notice,  then  notice  shall be deemed to have been
given to such  stockholder  if it is  published  at least once in a newspaper of
general circulation in the county in which the principal executive office of the
corporation  is located.  An affidavit of the mailing or publication of any such
notice shall be prima facie evidence of the giving of such notice.

          Personal  delivery of any such notice to any officer of a  corporation
or association,  or to any member of a partnership shall constitute  delivery of
such  notice to such  corporation,  association  or  partnership.  If any notice
addressed to the stockholder at the address of such stockholder appearing on the
books of the  corporation  is returned to the  corporation  by the United States
Postal Service marked to indicate that it is unable to deliver the notice to the
stockholder  at such  address,  all future  notices shall be deemed to have been
duly given to such  stockholder,  without further mailing,  if the same shall be
available for the  stockholder  upon written  demand of the  stockholder  at the
principal  executive office of the corporation for a period of one year from the
date of the giving of the notice to all other stockholders.

          Section 5.  Quorum.
                      ------
The holders of a majority of the stock  issued and  outstanding  and entitled to
vote thereat,  present in person or  represented  by proxy,  shall  constitute a
quorum at all  meetings of the  stockholders  for the  transaction  of business,
except as  otherwise  provided by the  statutes of Nevada or by the  Articles of
Incorporation.  Regardless of whether or not a quorum is present or  represented
at any annual or special meeting of the stockholders,  the stockholders entitled
to vote thereat,  present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present in person or represented by proxy,
provided  that  when any  stockholders'  meeting  is  adjourned  for  more  than
forty-five (45) days, or if after adjournment a new record date is fixed for the
adjourned  meeting,  notice  of the  adjourned  meeting  shall  be given to each
stockholder of record entitled to vote at the meeting. At such adjourned meeting
at which a quorum shall be present or represented by proxy,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.

          Section 6.  Vote Required.
-------------
When a quorum is  present  or  represented  at any  meeting,  the  holders  of a
majority of the stock present in person or represented by proxy and voting shall
decide any question brought before such meeting, unless the question is one upon
which,  by  express  provision  of the  statutes  of  Nevada,  the  Articles  of
Incorporation or these Bylaws, a different vote is required,  in which case such

                                       22

<PAGE>

express  provision  shall govern and control the decision of such question.  The
stockholders  present  at a duly  called  or held  meeting  at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

Section 7.  Voting of Shares.
-----------------
Each  outstanding  share entitled to vote shall be entitled to one (1) vote upon
each matter submitted to vote at a meeting of shareholders.

          Section 8.  Conduct of Meetings.
                      -------------------
Subject  to  the  requirements  of the  statutes  of  Nevada,  and  the  express
provisions of the Articles of  Incorporation  and these  Bylaws,  all annual and
special  meetings of  stockholders  shall be conducted in  accordance  with such
rules and  procedures as the Board of Directors may determine and, as to matters
not governed by such rules and procedures, as the chairman of such meeting shall
determine.  The chairman of any annual or special meeting of stockholders  shall
be  designated  by the  Board  of  Directors  and,  in the  absence  of any such
designation, shall be the president of the corporation.

          Section 9.  Proxies.
                      -------
At any meeting of the stockholders,  any stockholder may be represented and vote
by a proxy or proxies  appointed by an instrument in writing.  In the event that
such  instrument  in  writing  shall  designate  two or more  persons  to act as
proxies,  a majority of such  persons  present at the  meeting,  or, if only one
shall be present,  then that one shall have and may  exercise  all of the powers
conferred  by such  written  instrument  upon all of the  persons so  designated
unless the  instrument  shall  otherwise  provide.  No such proxy shall be valid
after the  expiration of six (6) months from the date of its  execution,  unless
coupled with an interest,  or unless the person  executing it specifies  therein
the length of time for which it is to continue in force,  which in no case shall
exceed seven (7) years from the date of its execution. Subject to the above, any
proxy duly  executed is not revoked and continues in full force and effect until
(i) an  instrument  revoking it or duly  executed  proxy bearing a later date is
filed with the secretary of the  corporation  or, (ii) the person  executing the
proxy attends such meeting and votes the shares  subject to the proxy,  or (iii)
written notice of the death or incapacity of the maker of such proxy is received
by the corporation before the vote pursuant thereto is counted.

          Section 10.  Action by Written Consent.
                       -------------------------
Any action,  except  election of directors,  which may be taken by a vote of the
stockholders at a meeting,  may be taken without a meeting and without notice if
authorized  by the  written  consent of  stockholders  holding  at least  ninety
percent (90%) of the voting power.

          Section 11.  Inspectors of Election.
                       ----------------------
In advance of any meeting of  stockholders,  the Board of Directors  may appoint
inspectors of election to act at such meeting and any  adjournment  thereof.  If
inspectors of election are not so appointed, or if any persons so appointed fail
to appear or refuse to act,  then,  unless  other  persons are  appointed by the
Board of Directors  prior to the meeting,  the chairman of any such meeting may,
and on the request of any  stockholder  or a  stockholder  proxy shall,  appoint
inspectors of election (or persons to replace those who fail to appear or refuse
to act) at the meeting. The number of inspectors shall not exceed three.

          The duties of such  inspectors  shall  include:  (a)  determining  the
number  of  shares  outstanding  and  the  voting  power  of  each,  the  shares
represented  at the meeting,  the existence of a quorum,  and the  authenticity,
validity and effect of proxies;  (b) receiving votes,  ballots or consents;  (c)
hearing and  determining  all  challenges  and  questions  in any way arising in
connection  with the right to vote;  (d)  counting and  tabulating  all votes or
consents and determining the result;  and (e) taking such other action as may be
proper to conduct the election or vote with fairness to all stockholders. In the
determination of the validity and effect of proxies,  the dates contained on the

                                       23

<PAGE>

forms of proxy  shall  presumptively  determine  the order of  execution  of the
proxies,  regardless  of the postmark  dates on the  envelopes in which they are
mailed.  The inspectors of election shall perform their duties  impartially,  in
good faith, to the best of their ability and as  expeditiously  as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the  decision,  act or  certificate  of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

          Section 12.  Action at Meetings of Stockholders.
                       ----------------------------------
No business may be transacted at an annual meeting of  stockholders,  other than
business  that  is  either  (a)  specified  in the  notice  of  meeting  (or any
supplement thereto) given by or at the direction of the Board of Directors,  (b)
otherwise  properly  brought before the annual meeting by or at the direction of
the Board of  Directors  or (c)  otherwise  properly  brought  before the annual
meeting by any stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice  provided  for in this Section 12 and on
the record date for the  determination of stockholders  entitled to vote at such
annual  meeting and (ii) who complies  with the notice  procedures  set forth in
this Section 12.

          In  addition  to  any  other  applicable  requirements,  for  business
properly  to  be  brought  before  an  annual  meeting  by a  stockholder,  such
stockholder  must have given timely notice thereof in proper written form to the
Chairman  of  the  Board,  if  any,  the  President,  or  the  Secretary  of the
Corporation.

          To be timely,  a  stockholder's  notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
one hundred  twenty (120) days nor more than one hundred  fifty (150) days prior
to  the  anniversary  date  of  the  immediately  preceding  annual  meeting  of
stockholders;  provided,  however,  that in the event that the annual meeting is
called  for a date that is not  within  thirty  (30) days  before or after  such
anniversary  date,  notice by the  stockholder  in order to be timely must be so
received not later than the 5:00 o'clock,  p.m.,  Las Vegas,  Nevada time on the
tenth  (10th)  day  following  the day on which  such  notice of the date of the
annual  meeting was mailed or such public  disclosure  of the date of the annual
meeting was made, whichever first occurs.

          To be in proper written form, a stockholder's notice must set forth as
to each matter such stockholder  proposes to bring before the annual meeting (i)
a brief  description  of the  business  desired to be brought  before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and record address of such  stockholder,  (iii) the class or series and
number  of  shares  of  capital  stock  of  the  Corporation   which  are  owned
beneficially  or of  record  by  such  stockholder,  (iv) a  description  of all
arrangements or understandings  between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder  and any  material  interest  of such  stockholder  in such
business and (v) a  representation  that such  stockholder  intends to appear in
person or by proxy at the  annual  meeting  to bring  such  business  before the
meeting.

          No business shall be conducted at the annual  meeting of  stockholders
except  business  brought  before the  annual  meeting  in  accordance  with the
procedures set forth in this Section 12, provided,  however, that, once business
has been brought  properly  before the annual  meeting in  accordance  with such
procedures, nothing in this Section 12 shall be deemed to preclude discussion by
any  stockholder  of any such  business.  If the  Chairman of an annual  meeting
determines  that business was not brought  properly before the annual meeting in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the business was not brought  properly  before the meeting and such
business shall not be transacted.


ARTICLE III

DIRECTORS

          Section 1.  Number of Directors.
                      -------------------
The exact number of directors that shall  constitute  the  authorized  number of
members of the Board shall be nine (9), all of who shall be at least 18 years of
age. The  authorized  number of directors  may from time to time be increased to

                                       24

<PAGE>

not more than fifteen (15) or decreased to not less than three (3) by resolution
of the  directors  of the  corporation  amending  this  section of the Bylaws in
compliance with Article VIII,  Section 2 of these Bylaws.  Except as provided in
Section 2 of this Article III, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.

          Section 2.  Vacancies.
                      ---------
Vacancies,  including those caused by (i) the death,  removal, or resignation of
directors,  (ii) the failure of  stockholders  to elect  directors at any annual
meeting,  and (iii) an increase in the number of  directors,  may be filled by a
majority of the remaining  directors though less than a quorum. When one or more
directors shall give notice of his or their resignation to the Board,  effective
at a future date, the acceptance of such  resignation  shall not be necessary to
make it effective.  The Board shall have power to fill such vacancy or vacancies
to take effect when such  resignation or  resignations  shall become  effective,
each  director so appointed to hold office  during the  remainder of the term of
office of the resigning director or directors.  No director or directors of this
corporation  shall be removed from office  except upon the  affirmative  vote of
stockholders  owning  not less  than  eighty  (80)  percent  of the  issued  and
outstanding capital stock entitled to voting power.

          Section 3.  Authority.
                      ---------
The business of the corporation  shall be managed and all corporate powers shall
be exercised by or under the direction of the Board of Directors.

          Section 4.  Meetings.
                      --------
The Board of Directors of the  corporation  may hold meetings,  both regular and
special, at such place, either within or without the State of Nevada,  which has
been designated by resolution of the Board of Directors.  In the absence of such
designation, meetings shall be held at the office of the corporation in the City
of Las Vegas, State of Nevada.

          Section 5.  First Meeting.
                      -------------
The  first  meeting  of the  newly  elected  Board  of  Directors  shall be held
immediately  following the annual meeting of the  stockholders  and no notice of
such meeting to the newly elected  directors shall be necessary in order legally
to constitute a meeting, provided a quorum shall be present.


         Section 6.  Regular Meetings.
                  ----------------
Regular  meetings of the Board of Directors  may be held without  notice at such
time and place as shall from time to time be determined by the Board.

                   Section 7.  Special Meetings.
                      ----------------
Special  meetings of the Board of Directors may be called by the Chairman of the
Board, or the president and shall be called by the president or secretary at the
written  request  of two  directors.  Notice  of the time and  place of  special
meetings  shall be given within 30 days to each  director (a)  personally  or by
telephone,  telegraph,  facsimile  or  electronic  means,  in each case at least
twenty  four (24) hours  prior to the  holding of the  meeting,  or (b) by mail,
charges prepaid, addressed to him at his address as it is shown upon the records
of the corporation (or, if it is not so shown on such records and is not readily
ascertainable, at the place at which the meetings of the directors are regularly
held) at least  three (3) days prior to the  holding of the  meeting.  Notice by
mail  shall  be  deemed  to have  been  given at the time a  written  notice  is
deposited in the United States mails,  postage prepaid. Any other written notice
shall be deemed to have been given at the time it is personally delivered to the
recipient  or is  delivered to a common  carrier for  transmission,  or actually
transmitted  by the  person  giving  the  notice  by  electronic  means,  to the
recipient.  Oral  notice  shall be deemed  to have been  given at the time it is

                                       25

<PAGE>

communicated,  in person or by telephone or wireless,  to the  recipient or to a
person at the  office of the  recipient  who the  person  giving  the notice has
reason to believe will promptly  communicate  it to the  recipient.  Any notice,
waiver of notice or consent to holding a meeting shall state the time,  date and
place of the meeting but need not specify the purpose of the meeting.

          Section 8.  Quorum.
                      ------
Presence in person of a majority of the Board of  Directors,  at a meeting  duly
assembled,  shall be necessary to  constitute  a quorum for the  transaction  of
business  and the act of a majority of the  directors  present and voting at any
meeting,  at which a quorum  is then  present,  shall be the act of the Board of
Directors,  except as may be otherwise  specifically provided by the statutes of
Nevada or by the  Articles  of  Incorporation.  A  meeting  at which a quorum is
initially  present  shall not continue to transact  business in the absence of a
quorum.

          Section 9.  Action by Written Consent.
                      -------------------------
Unless otherwise restricted by the Articles of Incorporation or by these Bylaws,
any action  required  or  permitted  to be taken at any  meeting of the Board of
Directors may be taken without a meeting if a written  consent thereto is signed
by all  members  of the  Board.  Such  written  consent  shall be filed with the
minutes of proceedings of the Board of Directors.

          Section 10.  Telephonic Meetings.
                       -------------------
Unless  otherwise  restricted by the Articles of  Incorporation or these Bylaws,
members of the Board of Directors or of any committee designated by the Board of
Directors may  participate  in a meeting of the Board or committee by means of a
conference  telephone  network or a similar  communications  method by which all
persons  participating  in the meeting can hear each other.  Participation  in a
meeting  pursuant to the preceding  sentence  constitutes  presence in person at
such meeting.

          Section 11.  Adjournment.
                       -----------
A majority of the directors  present at any meeting,  whether or not a quorum is
present,  may adjourn any directors' meeting to another time, date and place. If
any meeting is adjourned  for more than  twenty-four  (24) hours,  notice of any
adjournment to another time, date and place shall be given, prior to the time of
the  adjourned  meeting,  to the  directors  who were not present at the time of
adjournment.  If any meeting is adjourned for less than  twenty-four (24) hours,
notice of any adjournment shall be given to absent directors,  prior to the time
of the  adjourned  meeting,  unless  the  time,  date and  place is fixed at the
meeting adjourned.

          Section 12.  Committees.
                       ----------
The Board of  Directors  may,  by  resolution  passed by a majority of the whole
Board,  designate  one or  more  committees  of the  Board  of  Directors.  Such
committee or  committees  shall have such name or names,  shall have such duties
and shall  exercise  such powers as may be  determined  from time to time by the
Board of Directors.

          Section 13.  Committee Minutes.
                       -----------------
The committees  shall keep regular  minutes of their  proceedings and report the
same to the Board of Directors.

          Section 14.  Compensation of Directors.
                       -------------------------
The directors shall receive such  compensation  for their services as directors,
and such additional compensation for their services as members of any committees
of the Board of Directors, as may be authorized by the Board of Directors.

                                       26
<PAGE>

          Section 15.  Mandatory Retirement of Directors.
                       ---------------------------------
Notwithstanding  anything to the contrary in these Bylaws,  a director shall not
serve beyond, and shall automatically  retire at, the close of the first meeting
of the Board of  Directors  held during the month in which such  director  shall
become age 70; provided, however, that any person who was a director on December
6,  2000 and who was age 65 or older on such  date may  serve  until,  but shall
automatically  retire  at,  the  close  of the  first  meeting  of the  Board of
Directors  held during the month in which such director  shall become age 76. If
no meeting of the Board of  Directors  is held during such month,  the  director
shall  automatically  retire  as of the last  day of such  month.  The  Board of
Directors,  however, may waive the provisions of this Section as to any director
in its discretion by majority vote of the remaining directors in office.

ARTICLE IV

OFFICERS

          Section 1.  Principal Officers.
                      ------------------
The officers of the  corporation  shall be elected by the Board of Directors and
shall be a  president,  a secretary  and a treasurer.  A resident  agent for the
corporation  in the  State  of  Nevada  shall  be  designated  by the  Board  of
Directors. Any person may hold two or more offices.

          Section 2.  Other Officers.
                      --------------
The Board of  Directors  may also elect one or more vice  presidents,  assistant
secretaries and assistant treasurers,  and such other officers and agents, as it
shall deem necessary.

          Section 3.  Qualification and Removal.
                      -------------------------
The officers of the corporation  mentioned in Section 1 of this Article IV shall
hold office until their successors are elected and qualify. Any such officer and
any other  officer  elected by the Board of Directors may be removed at any time
by the affirmative vote of a majority of the Board of Directors.

          Section 4.  Resignation.
                      -----------
Any officer may resign at any time by giving written notice to the  corporation,
without prejudice,  however, to the rights, if any, of the corporation under any
contract  to which such  officer  is a party.  Any such  resignation  shall take
effect at the date of the receipt of such notice or at any later time  specified
therein;  and,  unless  otherwise  specified  therein,  the  acceptance  of such
resignation shall not be necessary to make it effective.

          Section 5.  Powers and Duties; Execution of Contracts.
                      -----------------------------------------
Officers  of this  corporation  shall  have  such  powers  and  duties as may be
determined by the Board of Directors. Unless otherwise specified by the Board of
Directors,   the  president  shall  be  the  chief  executive   officer  of  the
corporation.  Contracts and other  instruments  in the normal course of business
may be  executed  on  behalf of the  corporation  by the  president  or any vice
president of the  corporation,  or any other person  authorized by resolution of
the Board of Directors.

                                       27

<PAGE>

ARTICLE V

STOCK AND STOCKHOLDERS

          Section 1.  Issuance.
                      --------
Every  stockholder  shall be issued a  certificate  representing  the  number of
shares owned by him in the corporation.  If the corporation  shall be authorized
to issue more than one class of stock or more than one series of any class,  the
certificate  shall contain a statement setting forth the office or agency of the
corporation from which  stockholders may obtain a copy of a statement or summary
of the  designations,  preferences  and relative or other special  rights of the
various classes of stock or series thereof and the  qualifications,  limitations
or  restrictions  of  such  rights.   The  corporation   shall  furnish  to  its
stockholders,  upon  request and without  charge,  a copy of such  statement  or
summary.

          Section 2.  Facsimile Signatures.
                      --------------------
Whenever  any  certificate  is  countersigned  or otherwise  authenticated  by a
transfer agent or transfer  clerk,  and by a registrar,  then a facsimile of the
signatures  of the officers of the  corporation  may be printed or  lithographed
upon such certificate in lieu of the actual  signatures.  In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such  certificate or certificates  shall cease to be such
officer or officers of the corporation, before such certificates shall have been
delivered by the  corporation,  such  certificates may nevertheless be issued as
though the person or persons who signed such certificates,  had not ceased to be
an officer of the corporation.

          Section 3.  Lost Certificates.
                      -----------------
The Board of Directors may direct a new stock  certificate to be issued in place
of any certificate  alleged to have been lost or destroyed,  and may require the
making of an affidavit of that fact by the person claiming the stock certificate
to be lost or destroyed.  When authorizing such issue of a new certificate,  the
Board of Directors may, in its discretion and as a condition precedent,  require
the owner of the lost or destroyed certificate to give the corporation a bond in
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the  corporation  with respect to the  certificate  alleged to have been
lost or destroyed.

          Section 4.  Transfer of Stock.
                      -----------------
Upon surrender to the  corporation or the transfer agent of the corporation of a
certificate  for shares duly endorsed for transfer,  it shall be the duty of the
corporation to issue a new  certificate,  cancel the old  certificate and record
the transaction upon its books.

          Section 5.  Record Date.
                      -----------
The  directors may fix a date not more than sixty (60) days prior to the holding
of any meeting as the date as of which stockholders entitled to notice of and to
vote at such meeting shall be  determined;  and only  stockholders  of record on
such day shall be  entitled to notice or to vote at such  meeting.  If no record
date is fixed by the Board of  Directors  (a) the  record  date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the sixtieth  (60th) day preceding the day on which the meeting is held;  (b)
the  record  date for  determining  stockholders  entitled  to give  consent  to
corporate action in writing without a meeting, when no prior action by the Board
has been taken,  shall be the day on which the first  written  consent is given;
and (c) the record date for determining stockholders for any other purpose shall
be the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto, or the sixtieth (60th) day prior to the date of such action,  whichever
is later. A determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders  shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the  Board of  Directors  shall  fix a new  record  date if the  meeting  is
adjourned for more than  forty-five (45) days from the date set for the original
meeting.

                                       28

<PAGE>

Section 6.  Registered Stock.
            ----------------
The  corporation  shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner and shall not be bound to recognize  any  equitable or other claim
to or interest in such share or shares on the part of any other person,  whether
or not it shall  have  express  or other  notice  thereof,  except as  otherwise
provided by the statutes of Nevada.

          Section 7.  Dividends.
                      ---------
In the event a dividend is declared, the stock transfer books will not be closed
but a record date will be fixed by the Board of Directors and only  shareholders
of record on that date shall be entitled to the dividend.


ARTICLE VI

INDEMNIFICATION

          Section 1.  Indemnity of Directors, Officers and Agents.
                      -------------------------------------------
The  corporation  shall  indemnify  and hold harmless any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that he or she is or was or has  agreed to
become a director or officer of the  corporation or is serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint venture,  trust, employee benefit plan or other enterprise or by reason of
actions  alleged to have been taken or omitted in such  capacity or in any other
capacity  while  serving  as a  director  or  officer.  The  indemnification  of
directors  and  officers  by the  corporation  shall  be to the  fullest  extent
authorized or permitted by  applicable  law, as such law exists or may hereafter
be amended (but only to the extent that such amendment  permits the  corporation
to  provide  broader   indemnification   rights  than  permitted  prior  to  the
amendment).  The  indemnification of directors and officers shall be against all
loss,  liability  and  expense  (including   attorneys  fees,  costs,   damages,
judgments,  fines,  amounts  paid  in  settlement  and  ERISA  excise  taxes  or
penalties)  actually  and  reasonably  incurred by or on behalf of a director or
officer in  connection  with such  action,  suit or  proceeding,  including  any
appeals; provided,  however, that with respect to any action, suit or proceeding
initiated  by a director  or  officer,  the  corporation  shall  indemnify  such
director or officer only if the action, suit or proceeding was authorized by the
Board of  Directors  of the  corporation,  except with respect to a suit for the
enforcement  of  rights  to   indemnification  or  advancement  of  expenses  in
accordance with Section 3 hereof.




          Section 2.  Expenses
                      --------
The expenses of directors  and officers  incurred as a party to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  shall be paid by the  corporation as they are
incurred  and in  advance  of the  final  disposition  of the  action,  suit  or
proceeding;  provided,  however, that if applicable law so requires, the advance
payment of expenses  shall be made only upon  receipt by the  corporation  of an
undertaking  by or on behalf of the  director or officer to repay all amounts as
advanced  in the event that it is  ultimately  determined  by a final  decision,
order or  decree  of a court of  competent  jurisdiction  that the  director  or
officer is not entitled to be  indemnified  for such expenses under this Article
VI.

          Section 3.  Enforcement
                      -----------
Any  director or officer may  enforce  his or her rights to  indemnification  or
advance  payments for expenses in a suit brought  against the corporation if his
or her request for indemnification or advance payments for expenses is wholly or
partially  refused  by the  corporation  or if  there is no  determination  with
respect to such  request  within 60 days from  receipt by the  corporation  of a
written  notice  from the  director or officer  for such a  determination.  If a

                                       29

<PAGE>

director  or  officer  is  successful  in  establishing  in a  suit  his  or her
entitlement  to  receive or recover an  advancement  of  expenses  or a right to
indemnification, in whole or in part, he or she shall also be indemnified by the
corporation for costs and expenses  incurred in such suit. It shall be a defense
to any  such  suit  (other  than a suit  brought  to  enforce  a  claim  for the
advancement  of expenses  under  Section 2 of this Article VI where the required
undertaking, if any, has been received by the corporation) that the claimant has
not met the standard of conduct set forth in the Nevada General Corporation Law.
Neither the failure of the corporation to have made a determination prior to the
commencement  of such suit that  indemnification  of the  director or officer is
proper  in the  circumstances  because  the  director  or  officer  has  met the
applicable  standard of conduct nor a determination  by the corporation that the
director or officer has not met such  applicable  standard of conduct shall be a
defense to the suit or create a presumption that the director or officer has not
met the  applicable  standard  of  conduct.  In a suit  brought by a director or
officer to enforce a right under this Section 3 or by the corporation to recover
an advancement of expenses  pursuant to the terms of an undertaking,  the burden
of proving  that a director or officer is not entitled to be  indemnified  or is
not entitled to an  advancement  of expenses  under this Section 3 or otherwise,
shall be on the corporation.

          Section 4.  Non-exclusivity
                      ---------------
The right to indemnification and to the payment of expenses as they are incurred
and in advance of the final disposition of the action,  suit or proceeding shall
not be  exclusive  of any other  right to which a person may be  entitled  under
these  articles  of  incorporation  or any bylaw,  agreement,  statute,  vote of
stockholders   or   disinterested   directors   or   otherwise.   The  right  to
indemnification  under  Section 1 hereof  shall  continue  for a person  who has
ceased to be a director  or officer and shall inure to the benefit of his or her
heirs, next of kin, executors, administrators and legal representatives.


         Section 5.  Settlement
                      ----------
The corporation shall not be obligated to reimburse the amount of any settlement
unless it has agreed to such settlement.  If any person shall  unreasonably fail
to enter into a settlement of any action, suit or proceeding within the scope of
Section 1 hereof,  offered or assented to by the  opposing  party or parties and
which  is  acceptable  to  the  corporation,  then,  notwithstanding  any  other
provision of this Article VI, the indemnification  obligation of the corporation
in connection with such action, suit or proceeding shall be limited to the total
of the amount at which settlement could have been made and the expenses incurred
by such  person  prior to the time the  settlement  could  reasonably  have been
effected.

          Section 6.  Purchase of Insurance.
                      ---------------------
The corporation may purchase and maintain  insurance on behalf of any person who
is or was a director,  officer,  employee or agent of the corporation,  or is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
corporation  would have the power to indemnify him against such liability  under
the provisions of this Article VI.

          Section 7.  Conditions
                      ----------
The corporation may, to the extent  authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the corporation or to any director,  officer,  employee
or agent of any of its  subsidiaries  to the fullest extent of the provisions of
this Article VI subject to the  imposition of any  conditions or  limitations as
the Board of Directors may deem necessary or appropriate.

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<PAGE>

ARTICLE VII

GENERAL PROVISIONS

          Section 1.  Exercise of Rights.
                      ------------------
All rights incident to any and all shares of another corporation or corporations
standing in the name of this corporation may be exercised by such officer, agent
or proxy holder as the Board of Directors may designate.  In the absence of such
designation,  such rights may be  exercised  by the Chairman of the Board or the
president of this corporation, or by any other person authorized to do so by the
Chairman of the Board or the president of this  corporation.  Except as provided
below,  shares of this  corporation  owned by any subsidiary of this corporation
shall not be entitled to vote on any matter.  Shares of this corporation held by
this corporation in a fiduciary  capacity and shares of this corporation held in
a  fiduciary  capacity  by any  subsidiary  of this  corporation,  shall  not be
entitled  to vote on any  matter,  except  to the  extent  that the  settler  or
beneficial  owner  possesses  and  exercises  a right  to  vote or to give  this
corporation  or such  subsidiary  binding  instructions  as to how to vote  such
shares.  Solely for purposes of Section 1 of this Article VII, a "subsidiary" of
this corporation shall mean a corporation,  shares of which possessing more than
fifty  percent  (50%) of the power to vote for the  election of directors at the
time  determination  of such  voting  power  is made,  are  owned  directly,  or
indirectly through one or more subsidiaries, by this corporation.

Section 2.  Interpretation.
                      --------------
Unless the context of a Section of these Bylaws  otherwise  requires,  the terms
used in these Bylaws shall have the meanings provided in, and these Bylaws shall
be  construed  in  accordance  with the  Nevada  statutes  relating  to  private
corporations,  as found in  Chapter  78 of the Nevada  Revised  Statutes  or any
subsequent statute.


ARTICLE VIII

AMENDMENTS

          Section 1.  Stockholder Amendments.
                      ----------------------
Bylaws may be adopted,  amended or repealed by the affirmative vote of more than
eighty percent (80%) of the outstanding voting shares of this corporation.

          Section 2.  Amendments by Board of Directors.
                      --------------------------------
Subject to the right of  stockholders  as provided in Section 1 of this  Article
VIII, Bylaws may be adopted, amended or repealed by the Board of Directors.


ARTICLE IX

               "ACQUISITION OF CONTROLLING INTEREST" PROVISIONS OF
                THE NEVADA GENERAL CORPORATION LAW SHALL NOT APPLY

          On and after  February 16, 1998,  the  provisions of Section 78.378 to
78.3793,  inclusive,  of the  Nevada  Revised  Statutes  shall  not apply to the
corporation.

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