U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB/A2



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

     For the fiscal year ended March 31, 1999
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                  -----------
                                   2-86724-D


                                 ENCIBAR, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

           UTAH                                              87-0396692
         --------                                           ------------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)


               5525 SOUTH 900 EAST, SUITE 110 Salt Lake City, Utah
                                      84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 262-8844


                                  ENCIBAR, INC.
                                  -------------

          (Former Name or Former Address, if changed since last Report)
                       311 South State Street, Suite 410
                           Salt Lake City, Utah 84111


Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   Common


     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 Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


     Check  if  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  Company'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. [ ]

            State Issuer's revenues for its most recent fiscal year:
                              March 31, 1999 - $0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

    March 31,  1999 - $101.  There are  approximately  101,666  shares of
common  voting stock of the Company held by  non-affiliates.  Because  there has
been no "public  market" for the  Company's  common  stock  during the past five
years,  the Company has  arbitrarily  valued these shares at par value of $0.001
per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable;

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes     No   X
                                                 ---      ---

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 JANUARY 7, 2000
                                    1,903,224

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------


Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

     Encibar, Inc., (the "Company") was incorporated under the laws of the State
of Utah on June 3, 1983.  The purposes for which the  corporation  was organized
were: (1) to engage in the specific  business of making  investments,  including
investment in, purchase,  and ownership of any and all kinds of products; (2) to
acquire by purchase, exchange, gift, bequest, subscription, or otherwise; and to
hold, own, mortgage, pledge, hypothecate,  sell, assign, transfer,  exchange, or
otherwise dispose or of deal in or with its own corporate securities or stock or
other securities  including,  without  limitations,  any shares of stock, bonds,
debentures,  notes,  mortgages,  or  other  obligations,  and any  certificates,
receipts,  or other  instrumentalities  thereof; to make payment therefor in any
lawful manner or to issue in exchange therefor its unreserved earned surplus for
the  purchase  or its own  shares,  and to  exercise  as owner or  holder of any
securities, any and all rights, powers, and priviliges, in respect thereof.

     The Company had an initial  authorized  capital of $100,000  consisting  of
100,000,000 shares of $.001 par value common stock.

     On or about  September  23,  1983,  the Company  filed a S-18  Registration
Statement with the Securities and Exchange Commission.

     On August 1, 1989, the Company was  involuntarily  dissolved from the state
of Utah for failure to file an annual  report.  On May 6, 1999,  the Company was
reinstated with the State of Utah.

     On May 12, 1999,  the Articles of  Incorporation  were amended to reflect a
745 for 1 reverse  split. A copy of the Articles of Amendment to the Articles of
Incorporation  is attached hereto and is incorporated  herein by reference.  See
Item 13.

     Public Offering.
     ---------------

     In connection with the Company's  corporate purpose,  the Registrant made a
registered  public  offering of its $.001 par value  common  stock which  became
effective January 13, 1984 and was closed out during March of 1984.  Pursuant to
such offering,  the Registrant sold 4,175,790 Units  (4,175,790  shares) of its
common stock at the public  offering price of  $208,789.50.  After  deduction of
underwriting commissions and other expenses of the offering, net proceeds to the
Registrant  were  approximately  $157,000.  This offering was made pursuant to a
registration  statement  under  the  Securities  Act  of  1933  filed  with  the
Securities and Exchange Commission in Denver, Colorado on Form S-18.

     Material Changes in Control Since Inception and Related Business History.
     -------------------------------------------------------------------------

     On May 31,  1985,  the Company  pursued real  estate,  real estate  related
assets and business  assets  located in California  and Utah.  These  operations
proved to be unsuccessful,  and the Company became involuntarily  dissolved from
the state of Utah August 1, 1989. On June 21, 1999,  the Company was placed back
in good standing with the state of Utah.

     On May 22, 1999, Danny Ramsay, the Company's Vice  President/Treasurer  and
Director   resigned  and   appointed   Lisa  Howells  as  the   Company's   Vice
President/Treasurer  and  Director.  On May  22,  1999,  Steven  R.  Arter,  the
Company's President and Director resigned and appointed Sarah Edson as President
and  Director.  On May 25, 1999,  Richard Lee Sax, the  Company's  Secretary and
Director resigned and appointed Victoria Rosenkrantz as Secretary and Director.

     On  May  12,  1999,   the  Company   authorized  the  issuance  of  171,500
"unregistered"  and  "restricted"  shares of its $.001 par value common stock to
Jenson Services,  Inc. ("Jenson") in compensation for $171.50 in expenses Jenson
settled on behalf of the Company.  Also the Company  authorized  the issuance of
260,000  "unregistered"  and  "restricted"  shares of its $.001 par value common
stock to each of it's three officers.

     On November  15,  1999,  the  Company  authorized  the  issuance of 816,000
"unregistered"  and  "restricted"  shares of its $.001 par value common stock to
Jenson in  compensation  for $816 in  expenses  Jenson  settled on behalf of the
Company.
<PAGE>

Business.
---------

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations  since  approximately  1989. To the extent that the Company
intends to continue to seek the acquisition of assets, property or business that
may benefit the Company and its stockholders,  it is essentially a "blank check"
company.  Because  the  Company has  limited  assets and  conducts no  business,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition.  This
may result in substantial  dilution of the shares of current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete any such  acquisition;  the approval of stockholders will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.


     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.  The Company  does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial public  offering  ("IPO").  The most prevalent of these factors  include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting to between 80 and 95 percent of the outstanding  shares of the Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment in the Company.

     In the event that the Company  engages in any  transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company will be required to file with the  Commission  a Current  Report on Form
8-K within 15 days of such  transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
<PAGE>

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership interest.  Current Company policy does
not  prohibit  such  transactions.  Because  no such  transaction  is  currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.


<PAGE>


Year 2000.
----------

      Because the Company is not presently  engaged in any substantial  business
operations,  management does not believe that computer problems  associated with
the  change  of year to the year  2000  will  have any  material  effect  on its
operations.  However,  the possibility exists that the Company may merge with or
acquire a business that will be negatively  affected by the "year 2000" problem.
The  effect of such  problem or the  Company in the future can not be  predicted
with any  accuracy  until  such  time as the  Company  identifies  a  merger  or
acquisition target.

Principal Products and Services.
--------------------------------

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the  Company  are to  manage  its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.
-------------------------------------------------

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; not applicable.

Competitive Business Conditions.
--------------------------------

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive operations by the Company for the past several years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     None; not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
--------------------------------------------------------------------------

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.
<PAGE>

Effect of Existing or Probable Governmental Regulations on Business.
-------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Research and Development.
-------------------------

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Number of Employees.
--------------------

     None.

Item 2.  Description of Property.
         -----------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its majority shareholder, Duane S. Jenson, and are currently
provided at no cost.  Because the Company has had no  business,  its  activities
will be limited to keeping itself in good standing in the State of Utah, seeking
out  acquisitions,  reorganizations  or  mergers  and  preparing  and filing the
appropriate  reports  with  the  Securities  and  Exchange   Commission.   These
activities have consumed an insubstantial amount of management's time.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


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

     No matter was submitted to a vote of the Company's  security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous  calendar years.  Further,  there have been no meetings of stockholders
since before 1989.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     There is no  "public  market"  for shares of common  stock of the  Company.
However, the Company intends to submit for quotations regarding its common stock
on the OTC Bulletin  Board of the National  Association  of  Securities  Dealers
("NASD");  however,  management  does not expect  any  public  market to develop
unless and until the Company  completes an acquisition or merger.  In any event,
no assurance  can be given that any market for the  Company's  common stock will
develop or be maintained.

Holders
-------

     The number of record  holders of the Company's  common stock as of January
28, 2000, is approximately 331.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

None;


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

Plan of Operation.
------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  during the last two  calendar  years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture,  which the Company expects to pay from its cash resources.  As of March
31, 1999, it had no cash or cash  equivalents.  If additional funds are required
during this period,  such funds may be advanced by management or stockholders as
loans to the Company. Because the Company has not identified any such venture as
of the date of this Report,  it is  impossible to predict the amount of any such
loan.  However,  any such loan should not exceed $25,000 and will be on terms no
less favorable to the Company than would be available  from a commercial  lender
in an arm's length  transaction.  As of the date of this Report,  the Company is
not engaged in any negotiations with any person regarding any such venture.

Results of Operations.
----------------------

     Other than  restoring  its good  corporate  standing  in the State of Utah,
compromising  and  settling  its debts and  seeking the  acquisition  of assets,
properties or businesses that may benefit the Company and its stockholders,  the
Company has had no material business  operations in the two most recent calendar
years, or since its bankruptcy proceedings in 1993 .

     At  March 31, 1999,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period ended March 31, 1999, the Company had a net loss of $880.
The Company has  received no revenues in either of its two most recent  calendar
years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

None;
<PAGE>

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          March 31, 1999 and 1998

          Independent Auditors' Report

          Balance Sheets - March 31, 1999

          Statements of Operations for the years ended
          March 31, 1999 and 1998

          Statements of Stockholders' Equity for the
          years ended March 31, 1999 and 1998

          Statements of Cash Flows for the years ended
          March 31, 1999 and 1998

          Notes to the Financial Statements



Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     Mantyla, McReynolds & Associates, 5872 South 900 East, Suite 250, Salt Lake
City, Utah 84121, has been retained as the Company's auditor since May 12, 1999.
The Company's  previous  auditor was Pannell Kerr  Forester,  CPA, of San Diego,
California.  The  Company  did not  consult  the new  accountant  regarding  the
application  of accounting  principles to a specific  completed or  contemplated
transaction,  the type of audit opinion that was to be rendered on the financial
statements,  nor any written or oral advice was  provided  that was an important
factor  considered  by the Company in reaching a decision as to the  accounting,
auditing  or  financial  reporting  issue.  Additionally,  there  have  been  no
disagreements  between  auditors or the Company and its  auditors.  For material
documentation  respecting the change in the Company's  auditors,  see Item 13 of
the Company's Current Report on Form 8-K, as filed on December 7, 1999, which is
incorporated herein by this reference.

<PAGE>

                                    PART III


Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Sarah K. Edson        President        3/99           *
                      Director         3/99           *

Lisa Howells          Vice President   3/99           *
                      Treasurer        3/99           *
                      Director         3/99           *

Vickie Rosenkrantz    Secretary        3/99           *
                      Director         3/99           *


</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Sarah K. Edson.  President and Director.  Ms. Edson is 27 years of age. She
graduated  from the  University  of Utah in 1995 with a  Bachelors  of  Science,
degree in Exercise  and Sport  Science.  She  currently  has been the manager at
Cactus and Tropicals,  a retail business in Salt Lake City. Ms. Edson has been a
director and executive officer of the Company since 1999.

     Lisa Howells. Vice  President/Treasurer  and Director. Ms. Howells, age 37,
has been a  director  and  executive  officer of the  Company  since  1999.  She
graduated  from the  University  of Pheonix  of Salt Lake  City,  in 1998 with a
Bachelor  of  Science,  degree in  marketing.  She  currently  manages  payroll
accounts at Simon Transportation.

     Vickie Rosenkrantz.  Secretary and Director.  Ms. Rosenkrantz,  age 32, has
been a director and executive officer of the Company since 1999. Ms. Rosenkrantz
has most recently worked at Costco, under the marketing department.


Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     There  are  no  family  relationships  between  any  current  directors  or
executive officers of the Company, either by blood or by marriage.
<PAGE>

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Form 3's have been filed for the Officers and  Directors as well as the 10%
shareholder of the Company.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
Sarah K.
Edson,         3/31/99    0     0     0     0      0     0   0
President,
Director

Lisa
Howells        3/31/99    0     0     0     0      0     0   0
Vice Pres./
Treasurer,
Director

Vickie         3/31/99    0     0     0     0      0     0   0
Rosenkrantz,
Secretary
Director

Steven R.      3/31/98    0     0     0     0      0     0   0
Arter,         3/31/97    0     0     0     0      0     0   0
President,
Director

Danny          3/31/98    0     0     0     0      0     0   0
Ramsay,        3/31/97    0     0     0     0      0     0   0
Vice Pres./
Treasurer,
Director

Richard Lee    3/31/98    0     0     0     0      0     0   0
Sax,           3/31/97    0     0     0     0      0     0   0
Secretary,
Director
</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending March 31, 1999,  1998, or 1997, or the period ending on the date of
this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.
<PAGE>

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of January 7, 2000, with the computations being based upon 1,903,224 shares
of common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Jenson Services, Inc.*        987,500                    51.9%

Sarah Edson                   260,000                    13.7%

Lisa Howells                  260,000                    13.7%

Vickie Rosenkrantz            260,000                    13.7%
                              -------                    -----
                              1,767,500                  93%

   * Duane Jenson is the President of Jenson Services, Inc., and may be deemed
                 the beneficial owner of Jenson Services, Inc.
</TABLE>

     As of March 31, 1999,  Devonshire  Financial  owned 33,558 shares of common
stock of the Company,  which was 24.7% of the Company's  issued and  outstanding
common stock.
<PAGE>


Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the January 7, 2000:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                            <C>                  <C>
Sarah K. Edson                   260,000             13.7%

Lisa Howells                     260,000             13.7%

Vickie Rosenkrantz               260,000             13.7%

                              -------              ------
All directors and
executive officers               780,000              41.1%
as a group (3 persons)
</TABLE>



Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

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

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

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

Reports on Form 8-K
-------------------

     See the Company's  Current Report on Form 8-K as filed on December 7, 1999,
for  information  relating  to the change in the  Compay's  auditors,  and other
matters, as described in Item I, Part I, above.
<PAGE>

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number               Description*
------               -----------
<S>                  <C>
 3.1                Initial Articles of Incorporation,
                    as filed June 3, 1983

 3.2                Articles of Amendment to the
                    Articles of Incorporation, as filed on
                    September 27, 1999

 3.3                By-Laws

 27                 Financial Data Schedule
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

     Form 8-K as filed on  December  7, 1999,  for  information  relating to the
change in the Compay's auditors, and other matters, as described in Item I, Part
I, above.

     *Summaries of all exhibits  contained in this Report are modiified in their
entirety by reference to these Exhibits.

<PAGE>




                              SIGNATURES

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

                                       ENCIBAR, INC.



Date: 02/23/00                         /S/SARAH EDSON
                                       Sarah Edson
                                       President and Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:

                                        ENCIBAR, INC.



Date: 02/23/00                          /S/SARAH EDSON
                                        Sarah Edson
                                        President and Director



Date: 02/24/00                          /S/LISA HOWELLS
                                        Lisa Howells
                                        Vice President and Director



<PAGE>



                                  ENCIBAR, INC.
                          [A Development Stage Company]
              Financial Statements and Independent Auditors' Report
                                 March 31, 1999


<PAGE>


                                  Encibar, Inc.
                          [A Development Stage Company]
                                TABLE OF CONTENTS




Independent Auditors' Report

Balance Sheet -- March 31, 1999

Statements  of Operations  for the years ended March 31, 1999 and 1998,  and for
the period from Reactivation [March 22, 1999] through March 31, 1999

Statements of Stockholders' Deficit for the years ended March 31, 1999 and 1998,
and for the period from Reactivation [March 22, 1999] through March 31, 1999

Statements  of Cash Flows for the years ended  March 31, 1999 and 1998,  and for
the period from Reactivation [March 22, 1999] through March 31,

Notes to Financial Statements




<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Encibar, Inc.[a development stage company]


We have audited the accompanying  balance sheet of Encibar,  Inc. [a development
stage company] as of March 31, 1999,  and the related  statements of operations,
stockholders'  deficit,  and cash flows for the years  ended  March 31, 1999 and
1998,  and for the period from  Reactivation  [March 22, 1999] through March 31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Encibar,  Inc. [a development
stage  company] as of March 31,  1999,  and the results of  operations  and cash
flows for the years ended March 31, 1999 and 1998, in conformity  with generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
consolidated  financial  statements,  the  Company has  accumulated  losses from
operations,  no  assets,  and  a  net  working  capital  deficiency  that  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



                                                              Mantyla McReynolds

Salt Lake City, Utah
July 23, 1999


<PAGE>
<TABLE>
<CAPTION>



                                  Encibar, Inc.
                          [A Development Stage Company]
                                  Balance Sheet
                                 March 31, 1999


                                     ASSETS


<S>                                                                            <C>              <C>
Assets .........................................................................           $    -0-
                                                                                                ---
Total Assets ...................................................................           $    -0-
                                                                                                ===


                              LIABILITIES AND STOCKHOLDERS' DEFICIT



Liabilities:
  Current Liabilities:
  Accounts Payable .............................................................   $   2,266
  Payable to shareholders - Note 4 .............................................         780
                                                                                                ---
                     Total Liabilities .........................................       3,046


Stockholders' Deficit:
  Capital Stock -- 100,000,000 shares authorized having a par value of $.001 per
   share; 74,482,210 shares issued
   and outstanding - NOTE 4 ....................................................      74,482
  Additional Paid-in Capital ...................................................     178,229
  Accumulated Deficit ..........................................................    (255,757)
                                                                                                ---
                Total Stockholders' Deficit ....................................      (3,046)
                                                                                                ---
        Total Liabilities and Stockholders' Deficit ............................           $    -0-
                                                                                                ===








                         See accompanying notes to financial statements.



</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                  Encibar, Inc.
                          [A Development Stage Company]
                            Statements of Operations
              For the Years Ended March 31, 1999 and 1998, and for
                  the Period from Reactivation [March 22, 1999]
                             through March 31, 1999


                                                                                           Reactivation
                                                                                              through
                                                                                             March 31,
                                                      1999                1998                 1999
                                                 --------------      ---------------      ---------------
<S>                                            <C>          <C>    <C>           <C>   <C>            <C>
Revenues                                       $           -0-     $            -0-    $             -0-

General & Administrative Expenses                          780                  -0-                  780
                                                 --------------      ---------------      ---------------

              Operating Loss                              (780)                 -0-                 (780)

                                                 --------------      ---------------      ---------------
       Net Loss Before Income Taxes                       (780)                 -0-                 (780)

Current Year Provision for Income Taxes                    100                  -0-                  100
                                                 --------------      ---------------      ---------------

Net Loss                                       $          (880)    $            -0-    $            (880)
                                                 ==============      ===============      ===============



Loss Per Share                                 $          (.01)    $           (.01)   $            (.01)
                                                 ==============      ===============      ===============

Weighted Average Shares Outstanding                 74,482,210           74,482,210            74,482,210
                                                 ==============      ===============      ===============





                         See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                  Encibar, Inc.
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
              For the Years Ended March 31, 1999 and 1998, and for
                  the Period from Reactivation [March 22, 1999]
                             through March 31, 1999


                                                             Additional                             Net
                               Common          Common          Paid-in         Accumulated     Stockholders'
                               Shares           Stock          Capital           Deficit          Deficit
                            ------------     ----------     ------------      ------------     -------------
<S>            <C> <C>       <C>         <C>            <C>              <C>               <C>
Balance, March 31, 1997      74,482,210  $      74,482  $       178,229  $       (254,877) $         (2,166)

Net loss for the Year Ended
 March 31, 1998                                                                       -0-               -0-
                            ------------     ----------     ------------      ------------     -------------
Balance, March 31, 1998       74,482,210        74,482          178,229          (254,877)           (2,166)
Net loss for the Period April 1,
1998 through March 22, 1998                                                           -0-               -0-
Balance, March 22, 1999       74,482,210        74,482          178,229          (254,877)           (2,166)
(date of reactivation)
Net loss for the Period from
March 23, 1999 through March
31, 1999                                                                            (880)              (880)
                            ------------     ----------     ------------      ------------     -------------
Balance, March 31, 1999       74,482,210 $      74,482  $       178,229  $       (255,757) $         (3,046)
                            ============     ==========     ============      ============     =============




















                         See accompanying notes to financial statements.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>



                                  Encibar, Inc.
                          [A Development Stage Company]
                            Statements of Cash Flows
              For the Years Ended March 31, 1999 and 1998, and for
                  the Period from Reactivation [March 22, 1999]
                             through March 31, 1999

                                                                                         Reactivation
                                                                                            through
                                                                                           March 31,
                                                            1999            1998             1999
                                                            ----            ----             ----
Cash Flows Provided by/(Used for) Operating Activities
<S>                                                  <C>             <C>         <C> <C>
Net Loss                                             $         (880) $          -0-  $           (880)
Adjustments to reconcile net income to net cash provided by
 operating activities:
     Increase in current liabilities                             880             -0-               880
                                                         -----------     -----------     -------------
       Net Cash Used for Operating Activities                   -0-             -0-               -0-

           Net Increase/(Decrease) in Cash                      -0-             -0-               -0-

Beginning Cash Balance                                          -0-             -0-               -0-
                                                         -----------     -----------     -------------

Ending Cash Balance                                  $          -0-  $          -0-  $            -0-

                                                         ===========     ===========     =============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest             $          -0-  $          -0-  $            -0-
  Cash paid during the year for income taxes         $          -0-  $          -0-  $            -0-
















                         See accompanying notes to financial statements.


</TABLE>


<PAGE>




                                          Encibar, Inc.
                                  [A Development Stage Company]
                                  Notes to Financial Statements
                                         March 31, 1999

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (a)    Organization

               Encibar, Inc. incorporated under the laws of the State of Utah on
               June  3,  1983.  The  Company   engaged  in  various   investment
               activities   through  1987.   These  investing   activities  were
               unsuccessful  and the  Company  was  involuntarily  dissolved  in
               August,  1989 for  failure to file an annual  report.  Since that
               time the  Company was left  dormant  until March 22, 1999 when it
               was reactivated.

               The  financial  statements  of the Company have been  prepared in
               accordance with generally  accepted  accounting  principles.  The
               following summarizes the more significant of such policies:

               (b)    Income Taxes

               Effective  April 1, 1993,  the Company  adopted the provisions of
               Statement  of  Financial   Accounting   Standards  No.  109  [the
               Statement],  Accounting for Income Taxes. The Statement  requires
               an asset and  liability  approach for  financial  accounting  and
               reporting for income taxes,  and the  recognition of deferred tax
               assets and liabilities for the temporary  differences between the
               financial  reporting bases and tax bases of the Company's  assets
               and  liabilities  at enacted  tax rates  expected to be in effect
               when  such  amounts  are   realized  or  settled.   Prior  years'
               consolidated financial statements have not been restated to apply
               the  provisions of the Statement.  The cumulative  effect of this
               change in accounting  for income taxes as of March 31, 1999 is $0
               due to the valuation  allowance  established as described in Note
               3.

               (c)    Net Loss Per Common Share

               Net loss per common share is based on the weighted-average number
               of shares outstanding.

               (d)    Statement of Cash Flows

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers cash on deposit in the bank to be cash. The Company had
               $0 cash at March 31, 1999.






<PAGE>
<TABLE>
<CAPTION>


                                          Encibar, Inc.
                                  [A Development Stage Company]
                                  Notes to Financial Statements
                                         March 31, 1999
                                           [Continued]

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               [continued]

               (e)    Use of Estimates in Preparation of Financial Statements

               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 revenues and expenses  during the  reporting
               period. Actual results could differ from those estimates.

NOTE 2         LIQUIDITY/GOING CONCERN

               The Company has  accumulated  losses since  Reactivation  through
               March 31, 1999  amounting to $255,757,  has no assets,  and has a
               net working capital  deficiency at March 31, 1999.  These factors
               raise  substantial  doubt about the Company's ability to continue
               as a going concern.

               Management  plans  include  finding  a  well-capitalized   merger
               candidate  to  recommence  its   operations.   The   consolidated
               financial  statements do not include any  adjustments  that might
               result  from the  outcome  of this  uncertainty.  The  Company is
               currently   negotiating  a   reorganization   plan  with  another
               corporation.

NOTE 3         INCOME TAXES

               Below is a summary  of  deferred  tax asset  calculations  on net
               operating loss carry forward amounts.  Loss carry forward amounts
               expire at various times  through  2014. A valuation  allowance is
               provided when it is more likely than not that some portion of the
               deferred tax asset will not be realized.

                                             NOL
Description                                Balance          Tax           Rate
<S>                                           <C>            <C>          <C>
   Federal Income Tax                         $246,115       $79,235      32%
   State Income Tax                            246,115        12,306       5%
   Valuation allowance                                      (91,541)
                                                       -------------
        Deferred tax asset 3/31/99                                $0

NOTE 4         SUBSEQUENT EVENTS/RELATED PARTY TRANSACTION

               On May 12, 1999,  the  Company's  Board of Directors  resolved to
               effect a reverse  split of the  outstanding  common  stock on the
               basis of 745 for one, effective May 15, 1999, while retaining the
               current  authorized  capital and par value. No stockholder  shall
               own less than 100 post split shares;  appropriate adjustments are
               to be made to the stated  capital  accounts  and capital  surplus
               accounts.

               Additional  post split  shares have been issued in the  following
manner:

Description                                                   Number of Shares
--------------------------------------------      ----------------------------
Issued to consultant for services                                      171,500
Issued to directors for services                                       780,000
                                                  ----------------------------
     Total shares issued                                               951,500


</TABLE>

<PAGE>
                            ARTICLES OF INCORPORATION
                                       OF
                                  ENCIBAR, INC.

     WE, THE UNDERSIGNED  natural persons of the age of twenty-one (21) years or
     more,  acting as  incorporators  of a  corporation  under the Utah Business
     Corporation  Act, adopt the following  Articles of  Incorporation  for such
     corporation.

                                ARTICLE I - NAME

     The name of the corporation is Encibar, Inc.

                              ARTICLE  II  -  DURATION

     The duration of the corporation is perpetual.

                             ARTICLE III - PURPOSES

       The purpose or purposes for which this corporation is engaged are:

     (a) To engage in the  specific  business of making  investments,  including
     investment  in,  purchase  and  ownership of any and all kinds of property,
     assets or business,  whether alone or in conjunction with others.  Also, to
     acquire,  develop, explore and otherwise deal in and with all kinds of real
     and personal property and all related activates,  and for any and all other
     lawful purposes.

     (b) To acquire by  purchase,  exchange,  gift,  bequest,  subscription,  or
     otherwise; and to hold, own, mortgage, pledge,  hypothecate,  sell, assign,
     transfer,  exchange,  or  otherwise  dispose  of or deal in or with its own
     corporate  securities  or  stock  or other  securities  including,  without
     limitations,  any shares of stock, bonds, debentures,  notes, mortgages, or
     other  obligations,  and any  certificates,  receipts or other  instruments
     representing  rights or interests therein on any property or assets created
     or  issued  by  any   person,   firm,   associate,   or   corporation,   or
     instrumentalities thereof; to make payment therefor in any lawful manner or
     to issue  in  exchange  therefor  its  unreserved  earned  surplus  for the
     purchase  of its own  shares,  and to  exercise  as owner or  holder of any
     securities, any and all rights, powers, and privileges in respect thereof.

     (c) To do each  and  everything  necessary,  suitable,  or  proper  for the
     accomplishment  of any of the purposes or the attainment of any one or more
     of the  subjects  herein  enumerated,  or which  may,  at any time,  appear
     conducive  to  or  expedient   for  the   protection  or  benefit  of  this
     corporation, and to do said acts as fully and to the same extent as natural
     persons might, or could do in any part of the world as principals,  agents,
     partners,  trustees, or otherwise,  either alone or in conjunction with any
     other person, association, or corporation.

     (d) The foregoing  clauses  shall be construed  both as purposes and powers
     and shall not be held to limit or restrict in any manner the general powers
     of the corporation, and the enjoyment and exercise thereof, as conferred by
     the laws of the State of Utah;  and it is the  intention  that the purposes
     and powers specified in each of the paragraphs of this Article III shall be
     regarded as independent purposes and powers.


                               ARTICLE IV STOCK

     The aggregate number of shares which this corporation  shall have authority
     to issue is  100,000,000  shares of Common Stock having $.001 par value per
     share. All stock of the corporation shall be of the same class, common, and
     shall  have the  same  rights  and  preferences.  Fully-paid  stock of this
     corporation shall not be liable to any further call or assessment.

                              ARTICLE V - AMENDMENT

     These Articles of  Incorporation  may be amended by the affirmative vote of
     "a majority" of the shares entitled to vote on each such amendment.

                        ARTICLE VI - SHAREHOLDERS RIGHTS

     The authorized and treasury stock of this corporation may be issued at such
     time,  upon such terms and  conditions  and for such  consideration  as the
     Board of Directors shall determine. Shareholders shall not have pre-emptive
     rights to acquire unissued shares of the stock of this corporation.
<PAGE>

                          ARTICLE VII - CAPITALIZATION

     This corporation will not commence business until  consideration of a value
     of at least $1,000 has been received for the issuance of said shares.

                     ARTICLE VIII - INITIAL OFFICE AND AGENT

                               Denny W. Nestripke
                        311 South State Street, Suite 410
                           Salt Lake City, Utah 84111

                             ARTICLE IX - DIRECTORS

     The directors are hereby given the authority to do any act on behalf of the
     corporation by law and in each instance where the Business  Corporation Act
     provides that the directors may act in certain instances where the Articles
     of Incorporation authorize such action by the directors,  the directors are
     hereby  given  authority  to act in  such  instances  without  specifically
     numerating  such  potential  action or instance  herein.  The directors are
     specifically given the authority to mortgage or pledge any or all assets of
     the business without stockholders' approval.

     The number of directors constituting the initial Board of Directors of this
     corporation  is three.  The names and addresses of persons who are to serve
     as Directors  until the first annual meeting of stockholders or until their
     successors are elected and qualify, are:

                    NAME                               ADDRESS

                Roger A. Pankow                      610 West 11400 South
                                                     Sandy, Utah 84070

                Franklin L. Kimball                  1095 East 5290 South
                                                     Salt Lake City, Utah 84117

                Denny W. Nestripke                   311 South State, Suite 410
                                                     Salt Lake City, Utah 84111

                            ARTICLE X- INCORPORATORS

                  The name and address of each Incorporator is:

                   NAME                               ADDRESS
                Thomas G. Kimble                     311 South State, #440
                                                     Salt Lake City, UT 84111

                Leon W. Crockett                     311 South State, #440
                                                     Salt Lake City, UT 84111

                Van L. Butler                        311 South State, #440
                                                     Salt Lake City, UT 84111

                                   ARTICLE XI
              COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS

     No contract or other  transaction  between this  corporation and any one or
more of its directors or any other corporation,  firm, association, or entity in
which one or more of its directors or officers are financially interested, shall
be either void or voidable because of such relationship or interest,  or because
such director or directors are present at the meeting of the Board of Directors,
or a committee thereof, which authorizes, approves, or ratifies such contract or
transaction,  or because his or their votes are counted for such purpose if: (a)
the fact of such  relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes,  approves,  or ratifies the contract or
transaction by vote or consent  sufficient for the purpose without  counting the
votes  or  consents  of  such  interested  director;  or (b)  the  fact  of such
relationship or interest is disclosed or known to the  stockholders  entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent, or (c) the contract or transaction is fair and reasonable to
the  corporation.  Common or interested  directors may be counted in determining
the  presence of a quor-4m at a meeting of the Board of  Directors  or committee
thereof which authorizes, approves, or ratifies such contract or transaction.

Under penalties of perjury, we declare that these Articles of Incorporation have
been  examined by us and are,  to the best of our  knowledge  and belief,  true,
correct and complete. DATED this 3rd day of June, 1983.

                                                          /S/ THOMAS G. KIMBLE
                                                          /S/ LEON W. CROCKETT
                                                          /S/ VAN L. BUTLER

<PAGE>


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                  ENCIBAR, INC.


     Pursuant  to the  provisions  of the Utah  Business  Corporation  Act,  the
undersigned  Corporation  hereby,  adopts the following Articles of Amendment to
its Articles of Incorporation.
                                        I

                         The name of the Corporation is:

                                  Encibar, Inc.

                                       II

     The following  amendments to the Articles of Incorporation  were adopted by
the Board of Directors of the Corporation:

         FIRST:   Article IV shall be amended as follows, to-wit:

     Resolved,  to effect a reverse split of the issued and  outstanding  voting
     securities  of the  Corporation's  one mil  ($0.001) par value common stock
     (the  "Common  Stock")  on a basis  of one for  seven  hundred  forty  five
     (1:745), while retaining the current authorized capital and par value, with
     appropriate  adjustments in the stated capital accounts and capital surplus
     account,  with all fractional  shares being rounded up to the nearest whole
     share;  provided,  however,  that no  stockholder,  computed on a per stock
     certificate of record basis on the effective date hereof,  currently  owing
     100 or more shares  shall be reduced to less than 100 shares as a result of
     the reverse split and that no stockholder  owning less than 100 shares,  on
     the per stock  certificate  of record basis on the  effective  date hereof,
     shall be affected by the reverse split;  such additional shares required to
     provide the minimum of 100 shares shall be conveyed to the  shareholders by
     the Company; and provided, further, the reverse split will become effective
     as of May 15, 1999; and that all shares  required for rounding be issued by
     the  Company.  The  Company  will  issue up to 2,000  shares  to cover  DTC
     participants.

         SECOND:  Shareholder approval is not required.

     IN WITNESS WHEREOF,  Encibar, Inc. has caused this Certificate to be signed
by Sara Edson, the company's President. This 23 day of September, 1999.


                                                          By: /S/ SARAH EDSON
                                                          Sara Edson, President


<PAGE>




                                     BYLAWS
                                       OF
                                 ENCIBAR, INC..

                                    ARTICLE I
                                     OFFICES

     Section 1.01 Location of Office.  The corporation may maintain such offices
within or without the State of Utah as the Board of  Directors  may from time to
time designate or require.

     Section 1.02 Principal  Office.  The address of the principal office of the
corporation  shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant  Governor/Secretary of State of
the state of  incorporation,  or at such other address as the Board of Directors
shall from time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be
held in May of each  year or at such  other  time  designated  by the  Board  of
Directors  and as is provided for in the notice of the meeting,  for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting.  If the  election of directors  shall not be held on the day
designated for the annual  meeting of the  shareholders,  or at any  adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.

     Section 2.02 Special Meetings.  Special meetings of the shareholders may be
called at any time by the chairman of the board, the president,  or by the Board
of Directors,  or in their absence or  disability,  by any vice  president,  and
shall be called by the president or, in his or her absence or  disability,  by a
vice president or by the secretary on the written  request of the holders of not
less than  one-tenth  of all the shares  entitled to vote at the  meeting,  such
written  request  to state the  purpose or  purposes  of the  meeting  and to be
delivered  to the  president,  each  vice-president,  or  secretary.  In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.

     Section 2.03 Place of Meetings.  The Board of Directors  may  designate any
place,  either  within or without  the state of  incorporation,  as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors.  A waiver of notice signed by all shareholders  entitled to vote at a
meeting  may  designate  any  place,  either  within  or  without  the  state of
incorporation,  as the place for the holding of such meeting.  If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.


<PAGE>



     Section 2.04 Notice of Meetings.  The secretary or assistant secretary,  if
any,  shall  cause  notice of the time,  place,  and  purpose or purposes of all
meetings of the shareholders  (whether annual or special), to be mailed at least
ten (10) days, but not more than fifty (50) days, prior to the meeting,  to each
shareholder of record entitled to vote.

     Section  2.05 Waiver of Notice.  Any  shareholder  may waive  notice of any
meeting of  shareholders  (however  called or noticed,  whether or not called or
noticed and whether before,  during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting,  or an approval of
the  minutes  thereof.  Attendance  at a meeting,  in person or by proxy,  shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent,  or approval is signed or any  objections  are made.  All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.

     Section  2.06  Fixing   Record  Date.   For  the  purpose  of   determining
shareholders  entitled  to  notice  of or to  vote  at  any  annual  meeting  of
shareholders or any  adjournment  thereof,  or shareholders  entitled to receive
payment of any dividend or in order to make a determination  of shareholders for
any other proper purpose,  the Board of Directors of the corporation may provide
that the share  transfer  books shall be closed,  for the purpose of determining
shareholders  entitled  to notice of or to vote at such  meeting,  but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of  determining  shareholders  entitled  to notice of or to vote at such
meeting,  such  books  shall be closed  for at least  ten (10) days  immediately
preceding such meeting.

     In lieu of closing the share transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty  (50) and,  in case of a meeting
of  shareholders,  not less  than ten (10)  days  prior to the date on which the
particular  action requiring such  determination of shareholders is to be taken.
If the share  transfer  books are not closed and no record date is fixed for the
determination  of shareholders  entitled to notice of or to vote at a meeting or
to receive  payment of a  dividend,  the date on which  notice of the meeting is
mailed or the date on which the  resolution of the Board of Directors  declaring
such dividend is adopted,  as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of  shareholders  has been made as provided in this Section,
such  determination  shall apply to any adjournment  thereof.  Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.
<PAGE>
     Section 2.07 Voting Lists.  The officer or agent of the corporation  having
charge of the share transfer books for shares of the corporation  shall make, at
least ten (10) days before each meeting of the shareholders,  a complete list of
the  shareholders  entitled to vote at such meeting or any adjournment  thereof,
arranged in  alphabetical  order,  with the address of, and the number of shares
held by each,  which list,  for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered  office of the  corporation and shall be
subject to inspection by any  shareholder  during the whole time of the meeting.
The  original  share  transfer  book  shall be prima  facia  evidence  as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.

     Section 2.08 Quorum.  One-half of the total voting power of the outstanding
shares of the corporation  entitled to vote,  represented in person or by proxy,
shall  constitute  a quorum at a  meeting  of the  shareholders.  If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting  and  entitled  to vote on the  subject  shall  constitute
action by the  shareholders,  unless  the vote of a greater  number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the  Articles of  Incorporation.  If less than  one-half  of the  outstanding
voting  power is  represented  at a  meeting,  a majority  of the  voting  power
represented  by shares so present  may  adjourn  the  meeting  from time to time
without  further  notice.  At such adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally noticed.

     Section 2.09 Voting of Shares.  Each  outstanding  share of the corporation
entitled to vote shall be entitled to one vote on each matter  submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are  determined  and specified as greater
or lesser  than one vote per share in the manner  provided  by the  Articles  of
Incorporation.

     Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled  to vote  shall be  entitled  to vote in person or by proxy;  provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing  such  proxy to act  shall  have been  executed  in  writing  by the
registered holder or holders of such shares, as the case may be, as shown on the
share  transfer of the  corporation  or by his or her or her attorney  thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled  to vote the shares so held and the  persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.

     Section 2.11 Written Consent to Action by Shareholders. Any action required
to be taken at a meeting of the  shareholders,  or any other action which may be
taken at a meeting of the  shareholders,  may be taken  without a meeting,  if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.


<PAGE>



                                   ARTICLE III
                                    DIRECTORS

     Section 3.01 General  Powers.  The property,  affairs,  and business of the
corporation  shall be managed by its Board of Directors.  The Board of Directors
may exercise all the powers of the  corporation  whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of  Incorporation  or by these Bylaws,  vested solely in the shareholders of the
corporation.

     Section 3.02 Number, Term, and Qualifications. The Board of Directors shall
consist of three to nine  persons.  Increases or decreases to said number may be
made,  within the numbers  authorized by the Articles of  Incorporation,  as the
Board of  Directors  shall from time to time  determine  by  amendment  to these
Bylaws.  An  increase or a decrease in the number of the members of the Board of
Directors may also be made upon  amendment to these Bylaws by a majority vote of
all of the  shareholders,  and the number of  directors  to be so  increased  or
decreased shall be fixed upon a majority vote of all of the  shareholders of the
corporation.  Each director  shall hold office until the next annual  meeting of
shareholders  of the  corporation and until his or her successor shall have been
elected and shall have  qualified.  Directors need not be residents of the state
of incorporation or shareholders of the corporation.

     Section 3.03  Classification  of Directors.  In lieu of electing the entire
number of  directors  annually,  the Board of  Directors  may  provide  that the
directors  be  divided  into  either two or three  classes,  each class to be as
nearly equal in number as possible,  the term of office of the  directors of the
first class to expire at the first annual  meeting of  shareholders  after their
election,  that of the second class to expire at the second annual meeting after
their  election,  and that of the third  class,  if any,  to expire at the third
annual  meeting  after  their  election.  At  each  annual  meeting  after  such
classification,  the number of directors  equal to the number of the class whose
term expires at the time of such  meeting  shall be elected to hold office until
the second  succeeding  annual  meeting,  if there be two classes,  or until the
third succeeding annual meeting, if there be three classes.

     Section 3.04 Regular Meetings.  A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately following, and at
the same place as, the annual  meeting of  shareholders.  The Board of Directors
may provide by resolution the time and place, either within or without the state
of incorporation,  for the holding of additional  regular meetings without other
notice than such resolution.

     Section 3.05 Special  Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the president,  vice president, or any two
directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the state of
incorporation,  as the place for  holding  any  special  meeting of the Board of
Directors called by them.


<PAGE>



     Section 3.06 Meetings by Telephone Conference Call. Members of the Board of
Directors may  participate in a meeting of the Board of Directors or a committee
of  the  Board  of  Directors  by  means  of  conference  telephone  or  similar
communication  equipment  by means of which  all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Section shall constitute presence in person at such meeting.

     Section 3.07 Notice.  Notice of any special meeting shall be given at least
ten (10) days prior thereto by written notice delivered  personally or mailed to
each  director  at his or her  regular  business  address  or  residence,  or by
telegram.  If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed,  with postage thereon prepaid. If notice
be given by  telegram,  such  notice  shall be deemed to be  delivered  when the
telegram is delivered to the telegraph company. Any director may waive notice of
any meeting.  Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.

     Section 3.08 Quorum. A majority of the number of directors shall constitute
a  quorum  for the  transaction  of  business  or any  meeting  of the  Board of
Directors,  but if less than a majority  is present at a meeting,  a majority of
the directors  present may adjourn the meeting from time to time without further
notice.

     Section  3.09  Manner of  Acting.  The act of a majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors, and the individual directors shall have no power as such.

     Section 3.10  Vacancies  and Newly Created  Directorship.  If any vacancies
shall  occur in the  Board of  Directors  by reason  of  death,  resignation  or
otherwise, or if the number of directors shall be increased,  the directors then
in  office  shall   continue  to  act  and  such   vacancies  or  newly  created
directorships shall be filled by a vote of the directors then in office,  though
less than a quorum,  in any way approved by the meeting.  Any directorship to be
filled by reason of removal of one or more directors by the  shareholders may be
filled by election by the  shareholders  at the meeting at which the director or
directors are removed.

     Section 3.11  Compensation.  By resolution  of the Board of Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.



<PAGE>



     Section 3.12  Presumption of Assent.  A director of the  corporation who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his or her dissent shall be entered in the minutes of the meeting,  unless he or
she shall file his or her written  dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof, or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately  after the  adjournment of the meeting.  Such right to dissent shall
not apply to a director who voted in favor of such action.

     Section 3.13 Resignations.  A director may resign at any time by delivering
a written resignation to either the president, a vice president,  the secretary,
or assistant  secretary,  if any. The resignation  shall become effective on its
acceptance by the Board of Directors;  provided, that if the board has not acted
thereon within ten days (10) from the date presented,  the resignation  shall be
deemed accepted.

     Section 3.14 Written Consent to Action by Directors. Any action required to
be taken at a meeting of the  directors of the  corporation  or any other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.

     Section 3.15 Removal.  At a meeting expressly called for that purpose,  one
or more  directors  may be  removed  by a vote of a  majority  of the  shares of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

                                   ARTICLE IV
                                    OFFICERS

     Section 4.01 Number.  The officers of the corporation shall be a president,
one or more  vice-presidents,  as shall be determined by resolution of the Board
of  Directors,  a  secretary,  a  treasurer,  and such other  officers as may be
appointed by the Board of Directors. The Board of Directors may elect, but shall
not be required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.

     Section 4.02 Election,  Term of Office,  and  Qualifications.  The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of  failure  to  choose  officers  at an  annual  meeting  of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of  Directors.  Each such officer  (whether  chosen at an annual  meeting of the
Board of Directors to fill a vacancy or otherwise)  shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor  shall have been chosen and qualified,  or until his or her death,
or until his or her  resignation  or  removal in the  manner  provided  in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any  instrument in the capacity of more than one office.
The  chairman  of the  board,  if any,  shall be and  remain a  director  of the
corporation  during the term of his or her office.  No other  officer  need be a
director.

<PAGE>



     Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to
time may appoint such other officers or agents as it may deem advisable, each of
whom shall have such title,  hold office for such period,  have such  authority,
and  perform  such  duties  as the  Board  of  Directors  from  time to time may
determine.  The Board of Directors from time to time may delegate to any officer
or agent the power to  appoint  any such  subordinate  officer  or agents and to
prescribe their respective  titles,  terms of office,  authorities,  and duties.
Subordinate officers need not be shareholders or directors.

     Section 4.04 Resignations. Any officer may resign at any time by delivering
a  written  resignation  to  the  Board  of  Directors,  the  president,  or the
secretary.  Unless otherwise  specified  therein,  such  resignation  shall take
effect on delivery.

     Section 4.05 Removal. Any officer may be removed from office at any special
meeting  of the  Board of  Directors  called  for that  purpose  or at a regular
meeting,  by vote of a majority of the  directors,  with or without  cause.  Any
officer or agent  appointed in  accordance  with the  provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

     Section 4.06  Vacancies  and Newly  Created  Offices.  If any vacancy shall
occur in any office by reason of death, resignation, removal,  disqualification,
or any other cause, or if a new office shall be created,  then such vacancies or
newly  created  offices may be filled by the Board of  Directors at a regular or
special meeting.

     Section 4.07 The Chairman of the Board. The Chairman of the Board, if there
be such an officer, shall have the following powers and duties:

     (a) He or she shall preside at all shareholders' meetings;

     (b) He or she shall preside at all meetings of the Board of Directors; and

     (c) He or she shall be a member of the executive committee, if any.

     Section 4.08 The President.  The president shall have the following  powers
and duties:

     (a) If no general manager has been appointed,  he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors,  shall have general charge of the business,  affairs, and property
of the corporation and general  supervision  over its officers,  employees,  and
agents;

     (b) If no  chairman  of the board has been  chosen,  or if such  officer is
absent or disabled,  he or she shall preside at meetings of the shareholders and
Board of Directors;

     (c) He or she shall be a member of the executive committee, if any;


<PAGE>



     (d) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and

     (e) He or she shall have all power and shall  perform  all duties  normally
incident to the office of a president of a corporation,  and shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

     Section 4.10 The Secretary.  The secretary shall have the following  powers
and duties:

     (a) He or she  shall  keep  or  cause  to be  kept a  record  of all of the
proceedings of the meetings of the shareholders and of the Board of Directors in
books provided for that purpose;

     (b) He or she shall cause all notices to be duly given in  accordance  with
the provisions of these Bylaws and as required by statute;

     (c) He or she shall be the  custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates  representing  shares of the corporation  prior to the issuance
thereof  and to all  instruments,  the  execution  of  which  on  behalf  of the
corporation  under its seal shall have been duly  authorized in accordance  with
these Bylaws, and when so affixed, he or she may attest the same;

     (d)  He or  she  shall  assume  responsibility  that  the  books,  reports,
statements,  certificates,  and other documents and records  required by statute
are properly kept and filed;

     (e) He or she shall have charge of the share books of the  corporation  and
cause the share  transfer books to be kept in such manner as to show at any time
the  amount  of  the  shares  of  the  corporation  of  each  class  issued  and
outstanding,  the manner in which and the time when such stock was paid for, the
names  alphabetically  arranged  and the  addresses  of the  holders  of  record
thereof, the number of shares held by each holder and time when each became such
holder or record;  and he or she shall  exhibit at all  reasonable  times to any
director, upon application,  the original or duplicate share register. He or she
shall  cause the share book  referred  to in Section  6.04 hereof to be kept and
exhibited at the principal office of the corporation,  or at such other place as
the Board of  Directors  shall  determine,  in the manner  and for the  purposes
provided in such Section;

     (f) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and

     (g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.


<PAGE>



     Section 4.11 The Treasurer.  The treasurer shall have the following  powers
and duties:
     (a) He or she shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;

     (b) He or she shall  cause the  monies  and other  valuable  effects of the
corporation to be deposited in the name and to the credit of the  corporation in
such banks or trust companies or with such banks or other  depositories as shall
be selected in accordance with Section 5.03 hereof;

     (c) He or she shall cause the monies of the  corporation to be disbursed by
checks or drafts  (signed as  provided  in  Section  5.04  hereof)  drawn on the
authorized depositories of the corporation,  and cause to be taken and preserved
property vouchers for all monies disbursed;

     (d) He or she  shall  render to the Board of  Directors  or the  president,
whenever  requested,  a statement of the financial  condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;

     (e) He or she shall  cause to be kept  correct  books of account of all the
business  and  transactions  of the  corporation  and exhibit  such books to any
director on request during business hours;

     (f) He or she  shall be  empowered  from time to time to  require  from all
officers  or  agents  of  the  corporation  reports  or  statements  given  such
information  as he or she may  desire  with  respect  to any  and all  financial
transactions of the corporation; and

     (g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

     Section 4.12 General Manager. The Board of Directors may employ and appoint
a general  manager who may, or may not, be one of the  officers or  directors of
the corporation.  The general  manager,  if any, shall have the following powers
and duties;
     (a) He or she shall be the chief executive  officer of the corporation and,
subject to the  directions of the Board of Directors,  shall have general charge
of the business affairs and property of the corporation and general  supervision
over its officers, employees, and agents;

     (b) He or she  shall  be  charged  with  the  exclusive  management  of the
business  of the  corporation  and of all of its  dealings,  but at all times be
subject to the control of the Board of Directors;



<PAGE>



     (c) Subject to the  approval  of the Board of  Directors  or the  executive
committee,  if any, he or she shall employ all employees of the corporation,  or
delegate such  employment to subordinate  officers,  and shall have authority to
discharge any person so employed; and

     (d) He or she shall make a report to the  president  and directors as often
as  required,  setting  forth the  results  of the  operations  under his or her
charge,  together with suggestions  looking toward improvement and betterment of
the  condition of the  corporation,  and shall  perform such other duties as the
Board of Directors may require.

     Section 4.13 Salaries.  The salaries and other compensation of the officers
of the  corporation  shall be fixed from time to time by the Board of Directors,
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents  appointed in accordance  with the provisions of Section 4.03
hereof.  No  officer  shall be  prevented  from  receiving  any such  salary  or
compensation  by  reason of the fact  that he or she is also a  director  of the
corporation.

     Section 4.14 Surety Bonds. In case the Board of Directors shall so require,
any officer or agent of the corporation  shall execute to the corporation a bond
in such sums and with such  surety or  sureties  as the Board of  Directors  may
direct,  conditioned  upon the faithful  performance of his or her duties to the
corporation,  including  responsibility for negligence and for the accounting of
all property,  monies,  or securities of the corporation which may come into his
or her hands.

                                    ARTICLE V
                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

     Section 5.01 Execution of Instruments.  Subject to any limitation contained
in the Articles of  Incorporation  or these  Bylaws,  the  president or any vice
president or the general manager,  if any, may, in the name and on behalf of the
corporation,  execute and deliver any contract or other instrument authorized in
writing by the Board of Directors.  The Board of Directors  may,  subject to any
limitation  contained  in the  Articles  of  Incorporation  or in these  Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other  instrument  in the  name  and on  behalf  of the  corporation;  any  such
authorization may be general or confined to specific instances.

     Section 5.02 Loans.  No loans or advances  shall be contracted on behalf of
the  corporation,  no negotiable paper or other evidence of its obligation under
any  loan or  advance  shall be  issued  in its  name,  and no  property  of the
corporation shall be mortgaged, pledged, hypothecated,  transferred, or conveyed
as security for the payment of any loan, advance,  indebtedness, or liability of
the corporation,  unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.



<PAGE>



     Section 5.03 Deposits. All monies of the corporation not otherwise employed
shall be  deposited  from time to time to its  credit in such banks and or trust
companies or with such bankers or other  depositories  as the Board of Directors
may  select,  or as from time to time may be  selected  by any  officer or agent
authorized to do so by the Board of Directors.

     Section 5.04 Checks, Drafts, Etc. All notes, drafts,  acceptances,  checks,
endorsements, and, evidences of indebtedness of the corporation,  subject to the
provisions of these Bylaws,  shall be signed by such officer or officers or such
agent or agents of the  corporation and in such manner as the Board of Directors
from time to time may determine.  Endorsements  for deposit to the credit of the
corporation in any of its duly authorized  depositories  shall be in such manner
as the Board of Directors from time to time may determine.

     Section 5.05 Bonds and  Debentures.  Every bond or debenture  issued by the
corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the  president or vice  president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the
indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.

     Section  5.06  Sale,  Transfer,  Etc.  of  Securities.   Sales,  transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing  in the name of the  corporation,  and the  execution  and  delivery on
behalf of the corporation of any and all instruments in writing  incident to any
such sale,  transfer,  endorsement,  or  assignment,  shall be  effected  by the
president,  or by any vice  president,  together  with the  secretary,  or by an
officer or agent thereunto authorized by the Board of Directors.

     Section  5.07  Proxies.  Proxies  to vote with  respect  to shares of other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
<PAGE>

                                   ARTICLE VI
                                 CAPITAL SHARES


     Section 6.01 Share Certificates.  Every holder of shares in the corporation
shall be entitled to have a  certificate,  signed by the  president  or any vice
president,  and the secretary or assistant  secretary,  and sealed with the seal
(which may be a facsimile,  engraved or printed) of the corporation,  certifying
the  number  and kind,  class or  series  of  shares  owned by him or her in the
corporation;  provided,  however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant  transfer  agent, or (b) registered by a
registrar,  the signature of any such president,  vice president,  secretary, or
assistant  secretary  may be a  facsimile.  In case any  officer  who shall have
signed,  or whose facsimile  signature or signatures shall have been used on any
such certificate,  shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile  signature or signatures shall have
been used thereon, has not ceased to be such officer.  Certificates representing
shares of the  corporation  shall be in such form as provided by the statutes of
the state of  incorporation.  There  shall be entered on the share  books of the
corporation at the time of issuance of each share, the number of the certificate
issued,  the name and  address  of the  person  owning  the  shares  represented
thereby,  the number and kind,  class or series of such shares,  and the date of
issuance  thereof.  Every  certificate  exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.

     Section 6.02  Transfer of Shares.  Transfers  of shares of the  corporation
shall be made on the books of the  corporation by the holder of record  thereof,
or by his or her attorney  thereunto duly authorized by a power of attorney duly
executed in writing and filed with the  secretary of the  corporation  or any of
its  transfer  agents,  and on  surrender of the  certificate  or  certificates,
properly endorsed or accompanied by proper instruments or transfer, representing
such shares.  Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes,  and  accordingly,  shall not be
bound to recognize any legal,  equitable,  or other claim to or interest in such
shares on the part of any other  person  whether  or not it or they  shall  have
express or other notice thereof.

     Section 6.03 Regulations.  Subject to the provisions of this Article VI and
of the Articles of Incorporation, the Board of Directors may make such rules and
regulations  as they may  deem  expedient  concerning  the  issuance,  transfer,
redemption, and registration of certificates for shares of the corporation.

     Section 6.04 Maintenance of Stock Ledger at Principal Place of Business.  A
share  book (or books  where  more than one kind,  class,  or series or stock is
outstanding)   shall  be  kept  at  the  principal  place  of  business  of  the
corporation,  or at such other place as the Board of Directors shall  determine,
containing the names,  alphabetically  arranged, of original shareholders of the
corporation,  their addresses,  their interest, the amount paid on their shares,
and all transfers  thereof and the number and class of shares held by each. Such
share books shall at all  reasonable  hours be subject to  inspection by persons
entitled by law to inspect the same.



<PAGE>



     Section 6.05  Transfer  Agents and  Registrars.  The Board of Directors may
appoint one or more transfer  agents and one or more  registrars with respect to
the certificates  representing  shares of the  corporation,  and may require all
such  certificates  to bear  the  signature  of  either  or both.  The  Board of
Directors  may from time to time define the  respective  duties of such transfer
agents  and  registrars.   No  certificate  for  shares  shall  be  valid  until
countersigned  by a  transfer  agent,  if at  the  date  appearing  thereon  the
corporation  had a transfer  agent for such shares,  and until  registered  by a
registrar, if at such date the corporation had a registrar for such shares.

     Section 6.06 Closing of Transfer Books and Fixing of Record Date.

     (a) The Board of Directors shall have power to close the share books of the
corporation  for a period of not to exceed fifty (50) days preceding the date of
any meeting of  shareholders,  or the date for payment of any  dividend,  or the
date for the allotment of rights,  or capital shares shall go into effect,  or a
date in connection with obtaining the consent of shareholder for any purpose.

     (b) In lieu of closing the share transfer books as aforesaid,  the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date  of any  meeting  of  shareholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion or exchange of capital  shares shall go into effect,  or a date in
connection  with  obtaining  any  such  consent,   as  a  record  date  for  the
determination of the  shareholders  entitled to a notice of, and to vote at, any
such meeting and any adjournment  thereof, or entitled to receive payment of any
such  dividend,  or to any such  allotment of rights,  or exercise the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent.

     (c) If the share  transfer  books  shall be closed or a record date set for
the purpose of  determining  shareholders  entitled to notice of or to vote at a
meeting of  shareholders,  such books  shall be closed  for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

     Section 6.07 Lost or Destroyed  Certificates.  The  corporation may issue a
new  certificate  for  shares  of the  corporation  in place of any  certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his or her legal representatives,  to give the corporation a bond
in such form and  amount as the Board of  Directors  may  direct,  and with such
surety or  sureties  as may be  satisfactory  to the  board,  to  indemnify  the
corporation and its transfer agents and registrars,  if any,  against any claims
that may be made against it or any such  transfer  agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring  any bond when,  in the  judgement  of the Board of  Directors,  it is
proper to do so.


<PAGE>



     Section 6.08 No Limitation  on Voting  Rights;  Limitation  on  Dissenter's
Rights.  To the extent  permissible under the applicable law of any jurisdiction
to which  the  corporation  may  become  subject  by reason  of the  conduct  of
business,  the ownership of assets, the residence of shareholders,  the location
of offices or facilities,  or any other item, the  corporation  elects not to be
governed by the provisions of any statute that (i) limits, restricts,  modifies,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one  vote  for  each  share  of  common  stock  registered  in the  name of such
shareholder  on the books of the  corporation,  without  regard to whether  such
shares were acquired  directly from the corporation or from any other person and
without regard to whether such  shareholder  has the power to exercise or direct
the  exercise of voting  power over any  specific  fraction of the shares of the
corporation  or from any  other  person  and  without  regard  to  whether  such
shareholder  has the power to  exercise or direct the  exercise of voting  power
over any  specific  fraction  of the shares of common  stock of the  corporation
issued and  outstanding or (ii) grants to any  shareholder the right to have his
or her stock redeemed or purchased by the  corporation or any other  shareholder
on  the  acquisition  by any  person  or  group  of  persons  of  shares  of the
corporation.  In particular, to the extent permitted under the laws of the state
of  incorporation,  the  corporation  elects  not to be  governed  by  any  such
provision,  including the provisions of the Utah Control Shares Acquisition Act,
Section 61-6-1 et seq., of the Utah Code Annotated,  as amended,  or any statute
of similar effect or tenor.

                                   ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section  7.01 How  Constituted.  The Board of  Directors  may  designate an
executive committee and such other committees as the Board of Directors may deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive
committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

     Section 7.02 Powers.  During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

     Section  7.03  Proceedings.   The  executive  committee,   and  such  other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording  officer or officers,  and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its  proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.



<PAGE>



     Section 7.04 Quorum and Manner of Acting.  At all meetings of the executive
committee,  and of such other  committees as may be designated  hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized  membership  of the committee  shall be necessary  and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the members  present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated  hereunder by the Board of Directors,  shall act
only as a committee and the individual  members thereof shall have not powers as
such.

     Section 7.05 Resignations.  Any member of the executive  committee,  and of
such other committees as may be designated  hereunder by the Board of Directors,
may  resign at any time by  delivering  a  written  resignation  to  either  the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member,  if any shall have been  appointed
and shall be in office.  Unless  otherwise  specified  herein,  such resignation
shall take effect on delivery.

     Section 7.06  Removal.  The Board of  Directors  may at any time remove any
member of the  executive  committee or of any other  committee  designated by it
hereunder either for or without cause.

     Section  7.07  Vacancies.  If any  vacancies  shall occur in the  executive
committee or any other committee designated by the Board of Directors hereunder,
by reason of disqualification,  death,  resignation,  removal, or otherwise, the
remaining members shall, until the filling of such vacancy,  constitute the then
total  authorized  membership  of the committee  and,  provided that two or more
members  are  remaining,  continue  to act.  Such  vacancy  may be filled at any
meeting of the Board of Directors.

     Section 7.07 Compensation. The Board of Directors may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder,  who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.
<PAGE>

                                  ARTICLE VIII
                         INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS

     Section 8.01  Indemnification:  Third Party Actions.  The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending,  or completed action, or suit by or
in the right of the corporation to procure a judgement in its favor by reason of
the fact that he or she 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 expenses (including attorneys' fees)
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him or her in connection  with any such action,  suit or proceeding,
if he or she acted in good faith and in a manner he or she  reasonably  believed
to be in or not  opposed to the best  interest  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her  conduct was  unlawful.  The  termination  of any  action,  suit,  or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not act in good faith and in a manner which he or she  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
with  respect to any criminal  action or  proceeding,  he or she had  reasonable
cause to believe that his or her conduct was unlawful.

     Section 8.02 Indemnification: Corporate Actions. The corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened,  pending,  or completed  action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she 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 expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by him or her in  connection  with the
defense or  settlement  of such action or suit, if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim,  issue,  or matter as to which such a person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought  shall  determine on  application  that,
despite the  adjudication of liability but in view of all  circumstances  of the
case,  the  person is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court deems proper.

     Section  8.03  Determination.  To  the  extent  that a  director,  officer,
employee,  or agent of the  corporation  has been  successful  on the  merits or
otherwise in defense of any action,  suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim,  issue, or matter therein,  he
or she  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and  reasonably  incurred by him or her in  connection  therewith.  Any
other  indemnification under Sections 8.01 and 8.02 hereof, shall be made to the
corporation upon a determination that indemnification of the officer,  director,
employee,  or agent is proper in the circumstances because he or she has met the
applicable  standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination  shall be made either (i) by the Board of  Directors by a majority
of a quorum  consisting of directors who were not parties to such action,  suit,
or proceeding;  or (ii) by independent  legal counsel on a written  opinion;  or
(iii) by the  shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.

     Section 8.04 General Indemnification.  The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute,  in the  corporation's  Articles of Incorporation,
these Bylaws,  agreement,  vote of shareholders or disinterested  directors,  or
otherwise, both as to action in his or her official capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.



<PAGE>



     Section 8.05 Advances.  Expenses  incurred in defending a civil or criminal
action,  suit or proceeding as  contemplated  in this Section may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that he or she is to be  indemnified  by the  corporation  as authorized by this
Section.

     Section 8.06 Scope of Indemnification.  The  indemnification  authorized by
this  Section  shall  apply  to all  present  and  future  directors,  officers,
employees,  and agents of the  corporation and shall continue as to such persons
who cease to be directors,  officers,  employees,  or agents of the corporation,
and shall inure to the benefit of the heirs,  executors,  and  administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
     8.07  Insurance.  The  corporation  may purchase and maintain  insurance on
behalf  of any  person  who is or was a  director,  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
or her and incurred by him or her in any such capacity, or arising out of his or
her  status as such,  whether  or not the  corporation  would  have the power to
indemnify him or her against any such  liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.

                                   ARTICLE IX
                                   FISCAL YEAR

     The fiscal  year of the  corporation  shall be fixed by  resolution  of the
Board of Directors.


                                    ARTICLE X
                                    DIVIDENDS

     The Board of Directors may from time to time declare,  and the  corporation
may pay,  dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.
<PAGE>

                                   ARTICLE XI
                                   AMENDMENTS

     All Bylaws of the corporation, whether adopted by the Board of Directors or
the shareholders,  shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made, except that;

     (a) No Bylaws  adopted or amended by the  shareholders  shall be altered or
repealed by the Board of Directors;

     (b) No Bylaws  shall be  adopted  by the  Board of  Directors  which  shall
require  more than a majority of the voting  shares for a quorum at a meeting of
shareholders,  or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw  regulating an impending  election of directors is
adopted or amended or  repealed  by the Board of  Directors,  there shall be set
forth in the notice of the next  meeting of  shareholders  for the  election  of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made;  and (ii) no  amendment,  alteration or repeal of
this Article XI shall be made except by the shareholders.

                            CERTIFICATE OF SECRETARY

     The  undersigned  does hereby  certify  that he or she is the  secretary of
Encibar,  Inc., a corporation duly organized and existing under and by virtue of
the laws of the  State of Utah;  that the  above  and  foregoing  bylaws of said
corporation were duly and regularly adopted as such by the Board of Directors of
the  corporation  at a  meeting  of the board of  Directors,  which was duly and
regularly  held on the 26 day of May,  1999  and that the  above  and  foregoing
Bylaws are now in full force and effect.



     DATED this 26th day of May, 1996.



     /S/ VICKIE ROSENKRANTZ
     Vickie Rosenkrantz, Secretary