SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)
   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 2002.

   [  ]  Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period
         from              to               .
         ------------    --------------


         Commission file number: 0-25523
                                 -------


                                 SHARECOM, INC.
        (Exact name of small business issuer as specified in its charter)





               NEVADA                                86-0857752
              --------                              ------------
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)





         2121 West Army Trail Drive, Suite 105, Addison, Illinois 60101
         --------------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (630) 705-9654
                         ------------------------------
                           (Issuer's telephone number)


         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 XX           No
                                        --             ----


         The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of September 30, 2002 was
746,360,722




                                        1

<PAGE>




                                                 TABLE OF CONTENTS

                                                      PART I

ITEM 1.  FINANCIAL STATEMENTS......................................1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS......................2


                                                      PART II

ITEM 1. LEGAL......................................................3

ITEM 5.  OTHER INFORMATION.........................................3

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..........................3


SIGNATURES.........................................................4

INDEX TO EXHIBITS..................................................5











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                                        i

<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

         As used herein, the term "Company" refers to Sharecom, Inc., a Nevada
corporation, and its subsidiaries and predecessors unless otherwise indicated.
Consolidated, unaudited, condensed interim financial statements including a
balance sheet for the Company as of the quarter ended September 30, 2002 and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet and the comparable period of the preceding
year are attached hereto as Pages F-1 through F-9 and are incorporated herein by
this reference.










                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]
































                                        1

                                     <PAGE>


















                                  SHARECOM, INC


                              FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2002




                                       F-1

                                     <PAGE>



                                  SHARECOM, INC

                                      INDEX

                     UNAUDITED INTERIM FINANCIAL STATEMENTS
                              FOR THE PERIODS ENDED
                               SEPTEMBER 30, 2002



BALANCE SHEET.....................................................F-3

STATEMENT OF OPERATIONS-NINE MONTHS...............................F-4

STATEMENTS OF OPERATIONS-THREE MONTHS.............................F-5

STATEMENTS OF CASH FLOWS-NINE MONTHS..............................F-6

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS.......................F-7







                                       F-2

                                     <PAGE>



                                 SHARECOM, INC.
                         UNAUDITED INTERIM BALANCE SHEET
                            AS OF September 30, 2002


                                  SEPTEMBER 30,
                                      2002
<TABLE>
<CAPTION>
<S><C>

                                                           ASSETS


         CURRENT ASSETS:
            Cash and cash equivalents                                               $                        -


               Total current assets                                                                          -
                                                                                     -------------------------

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

                                               LIABILITIES AND STOCKHOLDERS'
                                                      EQUITY (DEFICIT)


         CURRENT LIABILITIES:
            Accounts payable                                                           $                 7,500
                                                                                        ----------------------
               Total current liabilities                                                                 7,500
                                                                                         ---------------------

               TOTAL LIABILITIES                                                       $                7,500
                                                                                        ======================

         COMMITMENTS AND CONTINGENCIES                                                                       -
                                                                                      ------------------------

         STOCKHOLDERS' EQUITY (DEFICIT):
            Common stock, - $.001 par value
               Authorized - 750,000,000 shares
               Issued and outstanding -
               746,360,722 at September 30, 2002                                                       746,361
            Additional paid-in capital                                                              35,919,139
            Retained earnings (deficit)                                                           (36,673,000)
                                                                                                --------------

               Net stockholders' equity (Deficit)                                                      (7,500)
                                                                                              ----------------

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -
                              =====================













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



                                       F-3

                                     <PAGE>





                                 SHARECOM, INC.
                   UNAUDITED INTERIM STATEMENTS OF OPERATIONS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30







                                                                            2002                   2001
                                                                     ---------------- -----------------

         REVENUE                                            $                  -  $                   -
                                                               ------------------- --------------------

         EXPENSES                                                              -                      -
                                                              -------------------  --------------------

         INCOME (LOSS) FROM OPERATIONS                                         -                      -

         INCOME (LOSS) FROM DISCONTINUED
         OPERATIONS                                                    (275,624)            (2,137,328)
                                                                   --------------          ------------

         NET INCOME (LOSS) BEFORE INCOME TAXES                          (275524)            (2,137,328)

         PROVISION FOR INCOME TAXES                                            -                      -
                                                            ---------------------   --------------------

         NET INCOME(LOSS)                                        $     (275,524)         $   2,137,328)
                                                                  ===============        ==============

         BASIC AND DILUTIVE EARNINGS
         (LOSS) PER SHARE
            (Loss) from operations                         $                   -     $                -
            (Loss) from discontinued operations                                -                 (0.14)
                                                           ----------------------    ------------------

         NET LOSS PER SHARE                                $                   -     $           (0.14)
                                                           ======================    ==================




         WEIGHTED AVERAGE COMMON SHARES

            Basic and dilutive common shares                         745,974,693             14,457,831
                                                                   =============           ============

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



                                       F-4

                                     <PAGE>



                                 SHARECOM, INC.
                   UNAUDITED INTERIM STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED SEPTEMBER 30







                                                                 2002                         2001
                                                                ----------------      -----------------

         REVENUE                                              $                -  $                   -
                                                             -------------------   --------------------

         EXPENSES                                                              -                      -
                                                              -------------------  --------------------

         INCOME (LOSS) FROM OPERATIONS                                         -                      -

         INCOME (LOSS) FROM DISCONTINUED
         OPERATIONS                                                            -            (2,035,380)
                                                              ------------------           ------------

         NET INCOME (LOSS) BEFORE INCOME TAXES                                 -            (2,035,380)

         PROVISION FOR INCOME TAXES                                            -                      -
                                                               -----------------     ------------------

         NET INCOME(LOSS)                                 $                              $   2,035,380)
                                                          ======================         ==============

         BASIC AND DILUTIVE EARNINGS
         (LOSS) PER SHARE
            (Loss) from operations                         $                   -     $                -
            (Loss) from discontinued operations                                -                 (0.13)
                                                           ----------------------    ------------------

         NET LOSS PER SHARE                                $                   -     $           (0.13)
                                                           =====================     ==================




         WEIGHTED AVERAGE COMMON SHARES

            Basic and dilutive common shares                         746,360,722             15,234,685
                                                                   =============           ============

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



                                       F-5

                                     <PAGE>



                                 SHARECOM, INC.
                   UNAUDITED INTERIM STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

                                                                                2002                    2001
                                                                                ---------------         ----------------
         CASH FLOWS FROM OPERATING ACTIVITIES:
            Net income (loss)                                                   $(275,524)              $ (2,137,328)
            Adjustments to reconcile net income (loss)to
            net cash provided (used) by operating activities:
                Depreciation and amortization.                                  6,441                   21,338
                Sale of business assets & certain
                Liabilities assumed                                             (135,648)                    -
                Stock for services                                              330,020                 2,000,000
                Changes in operating assets and liabilities
                (Increase) decrease in accounts receivable                      (39,360)                46,208
                (Increase) decrease in inventory                                (26,726)                3,437
                (Increase) decrease in prepaid expenses                           -                     -
                (Increase) decrease in accounts and
                Other payables                                                  6,246                   16,258
                (Increase) decrease in accrued interest                             -                   -
                                                                                ------------------------------------
                        Net cash provided (used) by
                        operating activities                                    (134,551)               (50,987)
                                                                                --------------          -----------
         CASH FLOWS FROM INVESTING ACTIVITIES:
            Increase in patent costs                                            -                       -
                                                                                --------------------    ----------------
                 Net cash provided (used)
                 by investing activities                                        -                       -
                                                                                --------------------    ------------

         CASH FLOWS FROM FINANCING ACTIVITIES:
            Funds borrowed from (paid back to)
            prior shareholder                                                   55,977                  12,000
            Sale of common stock                                                19,980                  -
            Proceeds sale of business operations-
            net cash received                                                   89,906                  -
                                                                                --------------------    -----------

                Net cash provided (used)
                by financing activities                                         65,863                  51,077
                                                                                ---------------         ----------

         (DECREASE) IN CASH AND CASH EQUIVALENTS                                (68,688)                990
         CASH AND CASH EQUIVALENTS,
         BEGINNING OF PERIOD                                                    68,688                  288
                                                                                ----------------        ------------

         CASH AND CASH EQUIVALENTS, END OF PERIOD                               $                0      $     1,278
                                                                                ==================      ===========

         SUPPLEMENTAL CASH FLOWS DISCLOSURE:
            Cash paid for interest                                              $         5,805         $        -
            Cash paid for taxes                                                 $             -         $        -
                                                                                ================        ==========

         NON CASH ITEMS
            Stock for services                                                  $    330,020            $2,000,000
            Sale of assets                                                           120,196                     -
            Assumption of liabilities assumed in sale of assets                 $    120,196            $        -
                                                                                ===============         =============




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





                                       F-6

                                     <PAGE>



                                 SHARECOM, INC.
                     UNAUDITED INTERIM FINANCIAL STATEMENTS
                              FOR THE PERIODS ENDED
                               SEPTEMBER 30, 2002


         NOTE 1 - BASIS OF PRESENTATION

            The interim financial statements at September 30, 2002 and for the
            three and nine month periods ended September 30, 2002 and 2001 are
            unaudited, but include all adjustments which the Company considers
            necessary for a fair presentation.

            The accompanying unaudited financial statements are for the interim
            periods and do not include all disclosures normally provided in
            annual financial statements, and should be read in conjunction with
            the Company's Form 10-KSB for the year ended December 31, 2001. The
            accompanying unaudited interim financial statements for the three
            and nine month periods ended September 30, 2002 and 2001, are not
            necessarily indicative of the results which can be expected for the
            entire year.

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

         NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            & DISCONTINUED OPERATIONS


            Change in Stock Ownership Control

            Mr. Brad Nordling (Nordling), the Company's former president and
            principal stockholder, entered into an agreement to sell all of his
            shares of common stock in the Company to Pine Services, Ltd. (Pine),
            an unaffiliated third party. Nordling held 462,551,000 shares of
            common stock, which represented approximately 58% of the issued and
            outstanding shares of the Company.

            On January 8, 2002, Nordling obtained two loans of $40,000 each, for
            a total of $80,000, from outside third parties. These loans were
            each secured by 65,000,000 shares of the Company's common stock
            owned by Nordling., for a total of 130,000,000 shares. Nordling in
            turn advanced the $80,000 to the Company, bearing interest at the
            rate of 5% per annum. During the month of March, 2002, the third
            party lenders declared a default on their loans and took possession
            of and registered the 130,000,000 shares of common stock.

            On or about May 15, 2002, the sale of Nordling's common stock to
            Pine was completed. This transaction passed all of Nordling's stock
            in the Company to Pine and the two outside third parties described
            above, which represents approximately 58% of the issued and
            outstanding shares of the Company.







                                       F-7

                                     <PAGE>



                                 SHARECOM, INC.
                     UNAUDITED INTERIM FINANCIAL STATEMENTS
                              FOR THE PERIODS ENDED
                               SEPTEMBER 30, 2002

            Also on or about May 15, 2002, the Company consummated the sale of
            its assets and selected debt, along with the business operations in
            its entirety to USAlert, Inc. an Illinois corporation (USAI).
            Nordling was the president of USAI and the Company upon completion
            of this transaction.

            Upon completion of this transaction, the Company is left virtually
            as a publically held shell corporation. Presently, the Company has
            no operations nor business direction other than to find and locate
            one.

            Legal Matters Pending

            During January 2002, the Company became the subject of inquiries
            from both the United States Securities and Exchange Commission and
            the Division of Securities of the State of Georgia relating to
            certain information about the Company that was faxed and e-mailed by
            the Company's public relations firm to members of the financial
            marketplace. The Company has responded to each of these inquiries
            and believes that it has addressed the concerns of both agencies.
            The Company has received no additional response or inquiries from
            either agency concerning this matter.

            Discontinued Operations

            As described in a previous note above, the Company completed an
            agreement to sell the assets and selected debt, along with the
            business operations of the Company in its entirety to USAI. As a
            result of the intention to dispose of the operations of the Company,
            the financial statements for the quarter ending September 30, 2002
            and the prior periods reported with September 30, 2002 are reported
            as discontinued operations.

            Results of discontinued operations of the Company are reported on
            the subsequent page of these notes to the financial statements.

         NOTE - SUBSEQUENT EVENT

            The Company is involved in discussions with the owners of
            Professional Business Systems, LLC located in San Antonio, Texas,
            regarding a possible business combination with the Company. The
            surviving business entity of such a combination would be the Company
            with the surviving business activity that of Professional Business
            Systems, LLC.

            The date of any such combination has not been set and no contracts
            have been signed. Any such business combination would likely change
            ownership control of the Company and would also likely result in a
            change in management. The Company plans to change its name to
            Primary Business Systems, Inc. if such a business combination
            occurs.






                                       F-8

<PAGE>




                                                        SHARECOM, INC.
                                    UNAUDITED INTERIM STATEMENTS OF DISCONTINUED OPERATIONS
                                       FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30



                                                            Nine Months                     Three Months


                                                       2002           2001           2002             2001

         REVENUE                                     $       57,391   $    241,182     $    -  $    61,689
         EXPENSES
             Costs of goods sold                             58,377        231,619          -       45,868
             Research and development                         -                -            -            -
             Salary and payroll taxes expense                24,158            -            -            -
             Depreciation and amortization                    6,441         21,338          -        7,113
             Stock for Services                             330,020            -            -            -
             Other general and administrative                40,763      2,125,553          -    2,044,088
                                                     -------------- -------------- ----------  -----------
                     Total operating expense                459,759      2,378,510          -    2,097,069


         OTHER INCOME (EXPENSE)
             Interest income                                    95             -            -            -
             Interest (expense)                             (5,805)            -            -            -
             Gain on sale of business                       132,554            -            -            -
             Other income expense                             -                -            -            -
                                                     -------------- -------------- ----------  -----------
                     Total other income (expense)           126,844             -           -            -
         INCOME (LOSS) FROM OPERATIONS                    (275,524)    (2,137,328)          -  (2,035,380)
         PROVISION FOR INCOME TAXES                           -               -             -            -
         NET INCOME (LOSS)                           $    (275,524) $  (2,137,328)   $      - $(2,035,380)






                                       F-9

<PAGE>



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

 ShareCom,  Inc. ("SHCC"),  is a Nevada corporation  formerly known as Anonymous
Data, founded in 1996. SHCC is the successor to the corporation  founded in 2001
by Brad Nordling as ShareCom,  Inc. a Nevada  corporation.  SHCC is at present a
"shell corporation,  " having sold all of its assets,  selected  liabilities and
business  operations  to USAlert,  Inc., an Illinois  corporation  as of May 28,
2002.  USAlert and the Company both had the same  president of their entities at
that time, who is Mr. Brad Nordling.  Mr. Nordling sold all of his approximately
58% stock  ownership in the Company to Pine Services,  Ltd., an off shore entity
that is unaffiliated with Mr. Nordling and the Company.

 Previous to that, SHCC was an importer and distributor, based in Palatine, IL.,
for a complete line of NOAA Weather Radio products,  CB Radios,  and other 2-way
radio products.  SHCC began  operations in 1994 as a sole  proprietorship  named
Shared  Computer  Services.  The business  began with Local Area  Network  (LAN)
installations  and upgrades.  The Company also became involved in the design and
development  of  Internet  web sites for  various  organizations.  SHCC's  first
e-commerce web site,  2WayTalk,  com,  became  operational in 1998 land has been
generating revenue since then. Subsequent web sites including WeatherRadios.com,
CBRadios.com and WalkieTalkies.com have been generating revenues since 2000.

         In July 2001, SHCC completed a reverse acquisition with Anonymous Data,
         Inc., a public, reporting company founded in 1996. On the same date,
         Anonymous Data, Inc. changed its name to ShareCom, Inc. and moved its
         headquarters to Palatine, IL. The transaction was structured as a share
         exchange in which Brad Nordling exchanged all of his shares in the
         privately held SHCC for 12,551,000 common shares of Anonymous Data,
         Inc. The corporate relationships are the result of transactions in
         2001, through which SHCC became the reporting and trading Nevada
         Corporation with shares publicly traded on the NASDAQ Bulletin Board.

         Results of Operation

         The Company reports only discontinued operations for both periods
         ending September 30, 2002 and 2001. At September 30, 2002 the Company
         has no operations, other than what is required to keep it a publicly
         held entity. Consequently, the results of operations between the
         periods are not meaningful for comparative purposes. As a result, no
         comparisons are made.

         Management is currently pursuing various initiatives to expand SHCC's
         operations internally and through strategic alliances or acquisitions
         with other industry partners. These endeavors will require additional
         capital funding which SHCC hopes to raise through debt or equity
         financing arrangements, if appropriate financing is available, on
         reasonable and acceptable terms. SHCC intends to continue to seek
         additional capital to meet its requirements and to provide further
         capital for expansion, acquisitions or strategic alliances with
         businesses that are complementary to SHCC's long-term business
         objectives.

         The Company has been discussing a possible merger or acquisition with
         principals of Professional Business Systems, LLC located in San
         Antonio, Texas. While discussions are ongoing, no contracts have been
         signed. If discussions proceed as planned, the two companies will be
         involved in some form of business combination. The surviving business
         entity in any such combination would be the Company which would then
         carry on the present business activities of Professional Business
         Systems, LLC. Any such business combination would effectively change
         ownership control of the Company and would likely also result in





                                        2

<PAGE>



         a change in management. In anticipation of the signing of contracts to
         effect the acquisition of Professional Business Systems, LLC of San
         Antonio, Texas, The Company has filed a preliminary Form 14C with the
         Securities and Exchange Commission which would allow the Company to
         change its name to Primary Business Systems, Inc. If a business
         combination occurs, the Company plans to change its name to
         Professional Business Systems, Inc.


         Accounting matters

         The Financial Accounting Standards Board ("FASB") periodically issues
         accounting standards, which may affect the financial accounting or
         disclosures of the Company. There are no accounting standards that have
         been issued, but not yet adopted by the Company, which would have a
         material effect on the financial position or results of operation of
         the Company.

         Going Concern

         The Company's ability to continue as a going concern is an issue raised
         as a result of the Company having no operations other that remaining a
         publically held "shell company." The Company's ability to continue as a
         going concern is subject to the ability of the Company to obtain a
         profit and / or obtaining the necessary funding from outside sources.
         Management is committed to taking the necessary steps to ensure the
         Company remains a going concern. The Company is negotiating a possible
         business combination with another company. Management's alternate plan
         to address the Company's ability to continue as a going concern
         includes: (1) obtaining additional funding from the sale of the
         Company's securities; (2) generating sales; (3) obtaining loans and
         grants from various financial institutions where possible. Although
         management believes that it will be able to obtain the necessary
         funding to allow the Company to remain a going concern through the
         methods discussed above, there can be no assurances that such methods
         will prove successful.

         PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings.

         During January 2002, the Company became the subject of inquiries from
         both the United States Securities and Exchange Commission and the
         Division of Securities of the State of Georgia relating to certain
         information about the Company that was faxed and e-mailed by the
         Company's public relations firm to members of the financial
         marketplace. The Company has responded to each of these inquiries and
         believes that it has addressed the concerns of both agencies. The
         Company has not heard further from either agency.

         Item 5.  Other Information.

         During the first quarter of 2002, as disclosed in the March 31, 2002
         10-QSB, Part II, Item 5, Mr. Brad Nordling, the Company's former
         president and former principal stockholder, entered into an agreement
         to sell all of his shares of common stock in the Company to an
         unaffiliated third party. Mr. Nordling held 432,551,000 shares
         representing approximately 58% of the issued and outstanding shares of
         the Company. This transaction was expected to close on or about May 15,
         2002 and would result in a change of control of the Company. The
         transaction took place on or about May 28, 2002 and did result in a
         change of control of the Company.





                                        3

<PAGE>



         As also disclosed in the March 31, 2002 10-QSB, Part II, Item 5, the
         Company expected to enter into an Asset Purchase Agreement with
         USAlert, Inc., an Illinois corporation ("USAI"), which provided for
         USAI to purchase substantially all of the assets and business of the
         Company. Mr Nordling, then president of the Company was also president
         of USAI. The transaction was expected to close on or before May 15,
         2002. If the asset purchase is consummated, the Company would not have
         current business operations. It was expected that USAI would operate
         the business of the Company on a private basis. The consideration for
         the asset transfer is Mr. Nordling's forgiveness of his loans to the
         Company of approximately $97,200 and the assumption of approximately
         $60,000 of SHCC's accounts payable. This transaction did take place on
         or about May 28, 2002 and did result in the Company ending without
         current business operations. It left the Company with no assets and
         virtually without any liabilities.

         Item 6.  Exhibits and reports of Form 8-K.

         (a)   Exhibits Exhibits required to be attached by Item 601 of
               Regulation S-B are listed in the Index to Exhibits on page 6 of
               this Form 10-QSB, and are incorporated herein by this reference.

         (b)   Reports on Form 8-K.   No reports were filed on Form 8-K during
                the quarter.
               -------------------

                                                        SIGNATURES

            In accordance with the requirements of the Exchange Act, the
         registrant caused this report to be signed on its behalf by the
         undersigned, thereunto duly authorized, this 18th day of November 2002.


         /s/ Dan Davis                    Dated this 18th day of November, 2002
         Dan Davis, President
         and Sole Director


         CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
         In connection with the Quarterly Report of Sharecom, Inc. (the"
         Company") on Form 10- QSB for the period ending September 30, 2002 as
         filed with the Securities and Exchange Commission on the date hereof
         (the"Report"), I, Dan Davis, as acting Chief Executive Officer and
         Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
         S 1350, as adopted pursuant to S 906 of the Sarbanes-Oxley Act of 2002,
         that: (1) The Report complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and (2) The financial
         information contained in the Report fairly presents, in all material
         respects, the financial condition and result of operations of the
         Company.

         /s/ Dan Davis
         ---------------------------
         Dan Davis CEO/CFO                                  November 18th, 2002






                                        4

<PAGE>


                                                INDEX TO EXHIBITS


         EXHIBIT        PAGE
         NO.            NO.      DESCRIPTION



         3(I)           *       Articles of Incorporation of the Company

         3(ii)          *       By-laws of the Company

         * Incorporated by reference from the Company's Form 10-SB as filed with
         the Securities and Exchange Commission on March 3, 1999






</TABLE>








                                        5

<PAGE>