FORM 10-K-SB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number: 0-29183


                             RICHMOND SERVICES, INC.



    Nevada                                                          76-0430898
(Incorporation)                                                  (IRS  Number)

34700  Pacific  Coast  Highway,  Suite  300,  Capistrano  Beach,  CA     92624
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:     (949)  248-8933

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:
                                      [None]

Securities  registered  pursuant  to  Section  12(g)  of  the Act:     5,047,991

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

[]  (Indicate  by  check  mark  whether if disclosure of delinquent filers (Sec.
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

As  of  12/31/99  the  aggregate  number  of  shares  held by non-affiliates was
approximately  2,647,991  shares.

As  of  December  31, 1999, the number of shares outstanding of the Registrant's
Common  Stock  was  5,047,991.
     Exhibit  Index  is  found  on  page  15

                                        1
<PAGE>

                                     PART I


                          UN-NUMBERED ITEM:INTRODUCTION

FORWARD  LOOKING  STATEMENTS:  This  Annual  Report  on  Form  10-KSB  includes
"forward-looking statements" within the meaning of section 27a of the Securities
Act  of 1933, as amended and section 21e of the Securities Exchange Act of 1934,
as  amended,  which  forward-looking  statements can be identified by the use of
forward-looking  terminology  such  as,  "may,"  "believe,"  "expect," "intend,@
"anticipate,"  "estimate"  or  "continue"  or  the  negative  thereof  or  other
variations  or  comparable plain English terminology. Forward looking statements
are  projections  and  not  reports  of  known  facts. All statements other than
statements  of  historical  fact  included  in  this  Report are forward-looking
statements.  Although  the  company  believes that the expectations reflected in
such  forward-looking  statements  are reasonable, it can give no assurance that
such  expectations  will  prove  to  have  been  correct.  We intend to identify
important factors with respect to any such forward-looking statements, including
certain  risks  and  uncertainties  that  could  cause  actual results to differ
materially  from the Company's expectations, whenever possible. For example, the
volume  or  discounted  present  value of its assets, its ability to service its
indebtedness,  its strategic plans including its ability to identify and acquire
a  development  stage company and other matters, are forward-looking statements.

     We  may be the subject of a "Reverse Acquisition". A reverse acquisition is
the  acquisition  of  a  private  ("Target") business by a public ("Registrant")
corporation,  by  which the private Target's shareholders acquire control of the
public  Company.  Some negotiations are in progress, and are disclosed. There is
no  certainty  that  these  negotiations  no will ripen into an acquisition. Our
principal  business  plan has been to find such a target or targets, and attempt
to  acquire  them  for  stock.  While  no  certainty exists as to any particular
acquisition,  it  would  be  expected  that  a  reverse  acquisition of a target
Registrant  or  business would be associated with some private placements and/or
limited  offerings of common stock of this Registrant for cash. Such placements,
or  offerings,  if  and when made or extended, would be made with disclosure and
reliance  on  the businesses and assets to be acquired, and not upon the present
condition  of  this  Registrant.

--------------------------------------------------------------------------------
                        ITEM 1.  DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------

(A) HISTORICAL INFORMATION. As used herein, the personal pronouns "We", "Us" and
"Our"  refers  to  Richmond  Services,  Inc.,  a  Nevada  corporation,  and  its
subsidiaries  and  predecessors, unless the context indicates otherwise. We were
incorporated in Delaware on June 14, 1993, as a "Close Corporation". We intended
to  initiate commuter air service from the Sugarland Airport in Richmond, Texas.
We  attempted  to pursue the acquisition and operation of small niche-market air
carriers. Our efforts were not successful. We have been in the development stage
since  our  formation.  On  January  23,  1993,  we  authorized  and directed an
amendment  to  our original Certificate of Incorporation, changing the number of
shares authorized from 1,500 to 50,000,000, changed the par value from no par to
$0.0001,  and converted our Corporation from a "Close Corporation" to a "General
Law  Corporation". On or about April 21, 1999, Richmond Services, Inc. moved its
place  of  incorporation  from  Delaware  to  Nevada.

     On  June 14 of 1993, 510 shares of common stock were issued in exchange for
organizational services and costs, valued by management at $5,000.00 and a stock
subscription receivable of $100.00. These shares were issued to the two founding
shareholders.  On  January  3,  1997,  5,100,000  shares  were issued to the two
founding  shareholder,  in replacement for the 510 shares previously issued, and
in  adjustment  for  the  change in par value, with the same effect as a forward
                                        2
<PAGE>

split  of  the  shares  then issued and outstanding. On January 15, 1997, 71,850
shares  were  issued  for  $1,608.00,  pursuant to Regulation D, Rule 504. As of
December  9, 1998, there were 5,171,850 shares issued and outstanding, among 255
shareholders.

     On  September 12, 1998, the shareholders approved an additional issuance of
300,000  shares  to  a  single  investor,  pursuant  Regulation D, Rule 504, for
$3,000.00  cash.  By  oversight,  these  shares  were  not actually issued until
January  8, 1999. In December of 1998, our common stock was approved for listing
on  the OTCBB. On or about March 10, 1999, we made a further placement, pursuant
to  Regulation  D,  Rule  504,  of  2,100,000  shares  at $0.025, for a total of
$52,500.00.  As  a  result  of  the foregoing, we had 7,571,850 shares of common
stock  issued  and  outstanding,  among  approximately  268  shareholders.

     On  August 29, 1999, we approved a Plan of Reorganization by which we would
acquire  as  a  wholly  owned subsidiary, TechNature, Inc., a private Washington
state corporation engaged in the development of certain technologies relating to
the heating and refrigeration industries. This transaction was never consummated
and  the  Plan  of Reorganization was rescinded. The name of the corporation had
been  changed  to TechNature, prematurely. It was restored to Richmond Services,
Inc.

     On  November 9, 1999 we authorized a reverse split of our common stock in a
ratio  of  2  for  3. This action resulted in a reduction of the total number of
shares  issued  and  outstanding  to  5,047,825.

     On  February  29,  2000,  we  approved a Plan of Reorganization by which we
would  acquire  as  a wholly owned subsidiary, eKnowledge Group, Inc., a private
Nevada  state  corporation  engaged in providing supplemental, distance learning
over  the  internet. This transaction is scheduled to be consummated on April 7,
2000.  The  name of the corporation will be changed to eKnowledge Group, Inc. in
completion  and  closing  of  this  acquisition.  The  preliminary  terms of the
acquisition  would  provide  for the acquisition of 100% of the total issued and
outstanding stock of eKnowledge Group, Inc. in exchange for a 77.5% of the total
issued  and  outstanding  of the issuer. These acquisition shares would be newly
issued  investment  shares, and would be issued pursuant to Rule 145, and would,
if  and  when  issued, be restricted securities as if so defined by Rule 144(a).
Additionally,  we  would  provide  $500,000  in equity financing to the combined
entities,  once  the  acquisition  is  consummated.  The  equity contribution is
expected  to be raised through the private placement of existing shares from the
majority  shareholder.  It  is important to understand clearly, that any and all
funding  arrangements  would be made on the basis of the acquisition, and not in
reliance  on  our present pre-acquisition condition. This acquisition is subject
to  approval by our shareholders at a meeting being called. Please see Item 6 of
this  Part,  Management's Discussion and Analysis or Plan of Operation, for more
information.


(B)  THE  BUSINESS  OF  REGISTRANT  AND  ITS  SUBSIDIARIES. Because the possible
acquisition  of  eKnowledge  Group,  Inc.  is  not  yet finalized, disclosure is
provided about that acquisition, should it close as planned; following which, we
will  discuss  the  situation should this acquisition not ripen into a corporate
reorganization.

      (1)  THE BUSINESS OF EKNOWLEDGE GROUP, INC. The term "the Company" as used
in  this  section  (b)(1)  refers  to the acquisition target, and not to us. The
initial  eKnowledge  product  line  consists  of  test  preparatory  courses for
students  studying  for  the  LSAT,  SAT  (Scholastic  Assessment  Test),  PSAT
(Preliminary  SAT),  ACT  (American  College Testing Assessment), TOEIC (Test of
English  for  International  Communication), TOEFL (Test of English as a Foreign
Language),  GRE  (Graduate  Record  Examination),  and GMAT (Graduate Management
Admission  Test).  Home  LSAT has been successfully launched and the SAT, TOEIC,
and  ACT  courses  are scheduled to launch within the next 60 days. In addition,
eKnowledge will develop corporate training and compliance courses and K-12 after
school  tutorials as its primary course offerings. Once these core products have
                                        3
<PAGE>

been  successfully  launched,  eKnowledge will create additional adult education
courses  as well as literature reviews and college study aids. All offerings are
and  will  be  integrated  educational  courses  delivered  via  the Internet as
supplemental  learning  tools in these six categories and under the various "dot
com"  name  brands  as  follows:  Test  preparation  B  eTestPrep.com; Corporate
training  &  compliance  B  eCorpEd.com;  K-12  after  school  learning  B
eAfterSchool.com;  Adult  education  B  eLifeEd.com;  Literature  reviews  B
eClassicNotes.com;  College  study  aids  B  eCollegeNotes.com.

     eKnowledge  launched  Home LSAT in September 1998 in video/audio format and
then  offered it electronically via the Internet beginning in December 1998. The
company  was the first to offer the equivalent of a live test preparation course
delivered via the Internet and effectively captured 4% of the 50,000 annual LSAT
test  preparatory  taker  market  through  sales  and beta testers by the second
quarter  of  1999. Using a distance learning technology model of streaming video
and  downloadable  written study materials, eKnowledge capitalizes on the appeal
of  both  the  Internet  and  distance  learning.  The  company  offers students
convenience, ease, and accessibility of the Internet as the medium through which
to  receive  educational  content. All courses incorporate high-quality, digital
image-based  streaming  video  lectures,  convenient  access  available
anytime/anywhere,  tracking  and  status  reports,  simulated practice tests and
quizzes,  a  multi-media  format  displaying  text  with  hyperlinks  to  answer
questions,  links  to  definitions and relevant portions of the study materials,
multi-cast  streaming  capabilities  for  "special  live  events," and web-based
course  support including chat rooms, bulletin boards, and other resource links.

     UN-AUDITED  FINANCIAL  INFORMATION  EKNOWLEDGE  GROUP,  INC. Certain as yet
un-audited  financial information has been presented to us concerning eKnowledge
Group,  Inc.

<TABLE>
<CAPTION>
<S>                         <C>        <C>
Description                 12/31/99   12/31/98
------------------------------------------------
Net Sales                     48,108     18,089
Cost of Goods                (13,661)  (135,288)
Gross Profit                  34,447   (117,199)
--------------------------  ---------  ---------
Operating Expense:
--------------------------
 Wages & Salaries              6,813     34,038
 Advertising/Market            6,167     64,486
 Other Operating Expenses
                              22,500     52,415
Operating Expense:            35,480    150,939
Operating Income (Loss)       (1,033)  (268,138)
Other Income/Expense             -0-     14,721
Net Income                    (1,033)  (253,417)
--------------------------  =========  =========
</TABLE>

     This  information has not been subjected to audit and may not be a reliable
indication  of  the  value  of  the  assets  to  be  acquired.

      (2)  IF EKNOWLEDGE GROUP, INC IS NOT ACQUIRED. We would continue to search
for  a  profitable acquisition, if eKnowledge Group, Inc. should not be acquired
as  planned.  We  would  continue to have no current business. Our business plan
would  continue  to  be  to seek one or more profitable business combinations or
acquisitions  to  secure  profitability  for shareholders. We have no day-to-day
                                        4
<PAGE>

operations  at  the  present  time.  Our  officers  and  directors  devote  only
insubstantial  time  and  attention  to  the  affairs  of this Registrant at the
present  time,  for  the  reason that only such attention is presently required.
Management  has  adopted  a  conservative  and  patient  policy  of  seeking
opportunities  of  exceptional quality, in management's view, and to accept that
it may have to wait longer, as a result, before consummating any transactions to
create  profitability  for  its shareholders. For continued quotation on the OTC
Bulletin  Board  on  or  after March 23, 2000, Management has determined that it
must  so  qualify itself by this 1934 Act Registration of its common stock, as a
class,  pursuant  to  Sec.  12(g)  of  the Securities Act of 1934, before it can
present  itself  as  a  viable  competitor  in  the  reverse  acquisition arena.

     LIMITED  SCOPE  AND NUMBER OF POSSIBLE ACQUISITIONS: We would not intend to
restrict  our  consideration to any particular business or industry segment, and
we  might consider, among others, finance, brokerage, insurance, transportation,
communications,  research  and  development,  service,  natural  resources,
manufacturing  or  high-technology. Of course, because of our limited resources,
the  scope  and number of suitable candidate business ventures available will be
limited accordingly, and most likely we would not be able to participate in more
than a single business venture. Accordingly, it is anticipated that we would not
be able to diversify, but may be limited to one merger or acquisition because of
limited  financing.  This  lack  of diversification will not permit us to offset
potential  losses from one business opportunity against profits from another. To
a large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other firm's management
and  personnel,  the  anticipated  acceptability  of  new  products or marketing
concepts,  the  merit  of technological changes and numerous other factors which
are  difficult,  if  not  impossible,  to analyze through the application of any
objective  criteria.  In  many  instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for  the  future  because  of  the  necessity to substantially shift a marketing
approach,  expand  operations,  change product emphasis, change or substantially
augment  management,  or  make  other  changes.  We  would be dependent upon the
management of a business opportunity to identify such problems and to implement,
or be primarily responsible for the implementation of, required changes. Because
we may participate in a business opportunity with a newly organized firm or with
a  firm which is entering a new phase of growth, it should be emphasized that we
Registrant  might  incur  further  risk  due  to  the  failure  of  the target's
management  to  have  proven  its  abilities or effectiveness, or the failure to
establish  a  market  for  the  target's products or services, or the failure to
prove  or  predict  profitability.

     PROBABLE  INDUSTRY SEGMENTS FOR ACQUISITION. While we do not intend to rule
out our consideration to any particular business or industry segment, Management
has  determined  to focus its principal interest in evaluating development stage
companies  in  the  electronic  commerce,  high-technology,  communication
technologies,  information  services  and  internet  industry  segments.  It  is
nevertheless  possible  that  an  outstanding  opportunity  may develop in other
industry  segments,  such  as  finance,  brokerage,  insurance,  transportation,
communications,  research  and  development,  service,  natural  resources,
manufacturing  or  other  high-technology  areas.

     REPORTING  UNDER  THE 1934 ACT. We have recently become effective as a 1934
Act  Reporting  Company,  by registration of our common stock under section Sec.
12(g)  of  the  Securities  Exchange  Act  of  1934.  Certain periodic reporting
requirements  will be applicable to us. First and foremost, a 1934 Registrant is
required  to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end  of  its  fiscal  year.  The  key  element  of such annual filing is Audited
Financial  Statement  prepared  in  accordance with standards established by the
Commission.  A  1934  Act  Registrant  also  reports  on  the share ownership of
affiliates  and 5% owners, initially, currently and annually. In addition to the
annual  reporting,  a  Registrant  is required to file quarterly reports on Form
10-Q  or  10-QSB,  containing  audited  or  un-audited financial statements, and
reporting  other  material  events.  Some  events  are deemed material enough to
require  the  filing of a Current Report on Form 8-K. Any events may be reported
currently,  but  some  events,  like  changes  or  disagreements  with auditors,
resignation  of  directors,  major  acquisitions  and  other  changes  require
aggressive  current  reporting.  All  reports  are  filed  and  become  public
                                        5
<PAGE>

information. The practical effects of the foregoing requirements on the criteria
for  selection  of a target Registrant are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for  filing promptly upon the consummation of any acquisition; and, second, that
the  target  management  must  be  ready,  willing and able to carry forth those
reporting  requirements  or  face  de-listing  from  the  OTCBB,  if listed, and
delinquency  and  possible  liability  for  failure  to  report.

     LOAN  FINANCING  NOT  ANTICIPATED.  There  are no foreseeable circumstances
under  which  loan  financing  will  be  sought  or  needed  during  our present
development  stage.  Should  an acquisition be made, different circumstances may
well  exist, along with different opportunities for financing the newly acquired
venture.

     DEPENDENCE  ON  MANAGEMENT.  We are required to rely on Management's skill,
experience and judgment, both in regard to extreme selectivity, and in any final
decision  to  pursue any particular business venture, as well as the form of any
business  combination,  should  agreement be reached at some point to acquire or
combine. Please see Item 6 of this Part, Management's Discussion and Analysis or
Plan  of  Operation,  and  also  Item 12 of this Part, Certain Relationships and
Related  Transactions.

     (1)  PRINCIPAL  PRODUCTS  OR  SERVICES  AND  THEIR  MARKETS.
                                     [None.]

      (2)  DISTRIBUTION  METHODS  OF  THE  PRODUCTS  OR  SERVICES.
                                     [None.]

      (3)  STATUS  OF  ANY  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR SERVICE.
                                     [None.]

      (4)  OUR  COMPETITIVE  POSITION  WITH  RESPECT  TO  REVERSE  ACQUISITION.
Adequately  capitalized  firms  are  engaged  in  the search for acquisitions or
business  combinations  that  firms  may  be  able to offer more and may be more
attractive  to  acquisition  candidates.  We  became  a  candidate  for  reverse
acquisition transactions only this past August. Management, in evaluating market
conditions and unsolicited proposals, has formed the estimate that the selection
of a business combination is probable within the next twelve months. There is no
compelling  reason  why  we  Registrant  should  be  preferred  over  other
reverse-acquisition  public  corporation candidates. We have no significant pool
of  cash  it  can offer and no capital formation incentive for our selection. We
have  a  limited shareholder base insufficient for acquisition target wishing to
proceed  for  application  to  NASDAQ.  In  comparison  to  other  "public shell
companies",  we  are  unimpressive,  in  the judgment of management, and totally
lacking  in  unique  features  that would make us more attractive or competitive
than  other  "public  shell  companies".  While  management  believes  that  the
competition  of other "public shell companies" is intense and growing, it has no
basis  on  which  to  quantify  its  impression.

          As  disclosed  we  are  not  actively  engaged  in  a search to find a
business partner, and believe that we have found a probable acquisition. If this
acquisition  does  not  occur,  we  would begin our search anew. There can be no
assurance  that  we  will  ever  prove  competitively attractive to the kinds of
transactions  it  may  seek  or  will ever participate in a Reverse Acquisition.
Please  see  Management's  Discussion  and Analysis, Item 6 of this part, for an
expanded  discussion  of  these  and  related  subjects  of  disclosure.

      (5)  SOURCES  OF  AND  AVAILABILITY  OF  RAW  MATERIALS  AND  THE NAMES OF
PRINCIPAL  SUPPLIERS.  Not  Applicable.

      (6)  DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS.  Not  applicable

      (7)  PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS  OR  LABOR  CONTRACTS.
                                  [None.]
                                        6
<PAGE>

      (8) NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES AND
STATUS.  Not  Applicable.

      (9)  EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON THE
BUSINESS.  Not  Applicable.  However,  we would expect to maintain our corporate
status  with  the State of our incorporation, and would file our tax returns and
reports that are required to be filed with the Commission. We wish to report and
provide  disclosure  voluntarily,  and  would  file periodic reports even in the
event that our obligation to file such reports is suspended or excused under the
Exchange  Act.  We  would  expect to comply with NASD regulations, to the extent
that  any  such  regulations  are  applicable to the conduct of the Registrant's
affairs,  so  that  our  common stock might continue to be quoted for trading in
brokerage  transactions.

      (10)  ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO  YEARS.
                                      [None.]

      (11)  COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS  Not
Applicable.

      (12)  NUMBER  OF  TOTAL  EMPLOYEES  AND  FULL-TIME  EMPLOYEES.  None.  The
President  serves without compensation and is not considered an employee at this
time.

      (13)  YEAR  2000  COMPLIANCE,  EFFECT ON CUSTOMERS AND SUPPLIERS. None. We
have  no  computers  or digital equipment of its own, no suppliers or customers.
Accordingly,  we  have determined that we are faced with no year 2000 compliance
issues  other  than  those  shared  by  the  public  in  general.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  do not own or possess any property, plant or equipment, nor is it bound
or  encumbered  by  any  agreement  pertaining  to  the acquisition of the same.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There are no legal proceedings pending against us, as of the preparation of
this  Report.


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

     On November 9, 1999 the Issuer authorized a reverse split of its stock in a
ratio  of  2  for  3.  This  action  was  ratified by a majority of the Issuers
shareholders  and  its  entire Board of Directors. It resulted in a reduction in
the  total  number of issued and outstanding shares from 7,571,850 to 5,047,825.

             The Remainder of this Page is Intentionally left Blank

                                        7
<PAGE>
--------------------------------------------------------------------------------
                                     PART II
--------------------------------------------------------------------------------

           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


(A)  MARKET  INFORMATION.  We have one class of securities, Common Voting Equity
Shares  ("Common  Stock").  Our Securities may be quoted in the over-the-counter
market,  but  there is a young, sporadic and potentially volatile trading market
for  them.  Quotations for, and transactions in the Securities, and transactions
are  capable  of  rapid fluctuations, resulting from the influence of supply and
demand  on  relatively thin volume. There may be buyers at a time when there are
no  sellers,  and  sellers  when  there  are no buyers, resulting in significant
variations  of  bid  and  ask quotations by market-making dealers, attempting to
adjust  changes  in  demand  and  supply.  A  young  market is also particularly
vulnerable  to  short selling, sell orders by persons owning no shares of stock,
but  intending to drive down the market price so as to purchase the shares to be
delivered  at  a  price below the price at which the shares were sold short. Our
Common  Stock  is  currently  quoted  on the Electronic Bulletin Board under the
symbol  "RHMS,"  but there is limited trading in the Common Stock. The following
table  sets  forth  the  high  and  low  bid prices from January 1, 1998 through
December  31, 1999, based upon quotations periodically published on the OTC. All
price  quotations  represent  prices  between  dealers, without retail mark-ups,
mark-downs  or  commissions  and  may  not  represent  actual  transactions.
<TABLE>
<CAPTION>
<S>       <C>       <C>
period    high bid  low bid
---------------------------
1st 1999      1.50     0.50
2nd 1999      1.50     0.75
3rd 1999      3.75     2.00
4th 1999      4.00    1.625
========  ========  =======
</TABLE>


(B)  HOLDERS.  According  to  the  records of our transfer agent, there were 364
shareholders  of  record  of  the  Common  Stock on December 31, 1999 (including
nominee holders such as banks and brokerage firms who hold shares for beneficial
holders).

(C)  DIVIDENDS.  We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on its Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

(D)  SALES  OF  UNREGISTERED  COMMON  STOCK  1999.

     On  or about March 10, 1999, we made a placement, pursuant to Regulation D,
Rule 504, of 2,100,000 shares at $0.025, for a total of $52,500.00 to ten highly
sophisticated investors. On November 9, 1999 the Registrant authorized a reverse
split  of  its  stock  in  a  ratio  of  2  for  3.
                                        8
<PAGE>


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN  OF  OPERATION FOR THE NEXT TWELVE MONTHS. We have commenced a search
for  a  reverse-merger  candidate  who  will  acquire our domicile and corporate
status.  As  disclosed,  we  think we have found one. If that acquisition is not
made,  we  will  continue the search for a reverse-merger candidate for the next
twelve months. In this Item we will discuss our present condition first, and the
possible  acquisition  second.

CASH  REQUIREMENTS  AND  OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have no
immediate  or  foreseeable  need for additional funding, from sources outside of
its  circle  of  shareholders,  if  at  all,  during  the next twelve months, to
continue  our search for an acquisition, should the present proposed acquisition
fail.  We  have  had  no revenues and incurred $64,333 in General Administrative
expenses  for  1999,  consisting almost entirely of legal and professional fees,
accounting  and auditing expenses. We would estimate that as much as $20,000 may
be  advanced by our shareholders, if needed for corporate maintenance, legal and
accounting,  if  our  present acquisition fails. No agreement by shareholders to
make  such  advances  is  in place, and no guarantee can presently be given that
additional  funds,  if  needed, will be available. It is by far more likely that
advances  will  take  the  form of providing services on a deferred compensation
basis.  Should  further  auditing  be required, such services by the Independent
Auditor  may  not  be  the  subject  of  deferred  compensation. The expenses of
independent  Audit  cannot  be  deferred  or  compensated  in stock or notes, or
otherwise  than  direct  payment  of  invoices  in  cash.

     We do not anticipate any contingency, upon which we would voluntarily cease
filing  reports  with the SEC, even though we may cease to be required to do so.
It  is  in our compelling interest to report its affairs quarterly, annually and
currently, or as the case may be. This generally is to provide accessible public
information  to  interested  parties,  and  also  specifically  to  maintain our
qualification  for  the  OTCBB.


 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We have had no material operation to date and have recorded no revenues. In 1999
we  incurred  General  Expenses  of  $64,433,  almost  entirely  in  Legal  and
Professional  fees.  We had an abortive acquisition in 1999. Management believes
that  the expenses for legal, professional and accounting fees in that year were
extraordinary,  and  do  not  reflect  the  cost of maintaining our company in a
search  for  an acquisition target. In 1998 a modest reasonable $4,000 accounted
for  our maintenance, and in 1997 a reasonable $8,984 was so incurred. Our loans
payable  have  increased  in  1999.  These  are  shareholder  and  related-party
advances.

     Revenues. We  had no revenues for the previous two years ending December
31,  1999.

     COSTS  AND EXPENSES. We had expenses of $4,000 in 1998 and $64,443 in 1999,
all  of  which  were  general  and  administrative  expenses  except for $500 in
amortization  of  organization  costs  in  1998.

     NET INCOME (LOSS). Net loss for the fiscal year ended December 31, 1999 was
$79,443, or $0.02 per share, compared to a loss of $4,000, or $0.001 per share,
for the fiscal year ended December 31, 1998. This $75,443 increase was primarily
the  result  of  the increase in general and administrative expenses relating to
costs  associated  with  filing  a  registration  statement  with the SEC.  Also
included in the general and administrative expense category are costs associated
with  performing  an audit of the Companys financial statements for the express
purpose  of  a  registration  filing. In 1999 we incurred a loss, charged as Bad
Debt,  in  connection with our abortive acquisition, representing funds advanced
by  us,  which  are  deemed  to  be  un-collectible.

     LIQUIDITY AND CAPITAL RESOURCES. We have virtually no cash on hand. This is
not  a  significant  change from the previous year. Our advances from affiliates
                                        9
<PAGE>

has increased  from  $6,960,  last year, to $34,078 in 1999. The increase in our
Deficit  Accumulated  During  the  Development  Stage  is  accountable  to these
advances,  and our General Administrative Expenses previously discussed. This is
consistent  with  our  previous  statement  that we do not need additional cash,
outside  of  our circle of affiliates, to remain in operation as company with no
operations  seeking  a  profitable  acquisition;  however,  should our currently
proposed acquisition proceed to consummation, numerous other consideration would
be  applicable.  We  would expect to provide $500,000 in equity financing to the
combined  entities, once the acquisition is consummated. The equity contribution
is  expected  to be raised through the private placement of existing shares from
the  majority  shareholder  as  a  part  of that acquisition. It is important to
understand  clearly,  that any and all funding arrangements would be made on the
basis  of  the  acquisition,  and not in reliance on our present pre-acquisition
condition.  This  acquisition  is  subject  to approval by our shareholders at a
meeting  being  called.

     LONG-TERM  DEBT.  On  December 31, 1999, the Company had no long-term debt.

     FUTURE  PROSPECTS.  The  Board  of  Directors  is  recommending  that  the
shareholders  approve  the  acquisition  of  eKnowledge Group, Inc., as a wholly
owned  subsidiary  of  us,  by which the shareholder of that target would become
shareholders  of  our  Company.  The  terms  and  conditions  of  this  proposed
acquisition are that Richmond Services, Inc. would issue 15,155,556 shares (post
reverse  split)  of  the common stock of the Company. These shares will not have
been  registered  under  the  Securities  Act  of 1933, as and may not be resold
unless  the  shares  are  registered  under  the  Act  or an exemption from such
registration  is  available.  They would be Restricted Securities subject to the
holding periods of Rule 144. These shares shall be issued to the shareholders of
eKnowledge Group, Inc. As a part of the proposed reorganization and acquisition,
the  representatives of eKnowledge Group, Inc. with our cooperation will attempt
to  consummate  a  private  placement  offering  on  behalf of to-be-reorganized
Company,  up  to  500,000  new  investment  shares  of  our  common  stock  on a
post-reverse stock split basis, by which approximately $500,000 in funding would
be  obtained.  Final consummation of this acquisition is not contingent upon the
completion  of  such offering, but up to 500,000 shares of eKnowledge Group on a
post-reverse  stock  split basis may be issued simultaneously with or subsequent
to  the  closing  of  this  acquisition.

     The  current Internet media convergence creates a compelling opportunity to
dramatically  alter  and  enhance  the  way  in  which  supplemental, for-profit
education  is  taught  and  delivered. The eKnowledge Group  management team has
successfully  exploited  this  opportunity,  capturing 4% market share, with the
introduction  of  its  initial  supplemental  learning course, Home LSAT, a test
preparatory  course for takers of the Law School Admission Test (LSAT) delivered
via the Internet and in video/audio format.  eKnowledge will further develop its
unique  value  proposition  by  providing  students of all levels with on-demand
access  to courses delivered via streaming video over the Internet and including
downloadable  written  materials.  Spending  in  this market is near $80 billion
annually with substantial room for growth and markets tapped will be in both the
business-to-business  and  business-to-consumer  space. Management will leverage
its  successful  test preparation experience, marketing savvy, and technological
know-how  to  create  the  dominant  brand  name in lifelong online supplemental
education.

     IF  THE  ACQUISITION  FAILS,  we  would  be unable to predict when we might
participate  in  a  business opportunity. The reason for this uncertainty arises
from  our limited resources, and competitive disadvantages with respect to other
public  or  semi-public  Registrants.  Notwithstanding  the foregoing cautionary
statements,  assuming the continuation of current conditions, we would expect to
proceed  to  select  a business combination within no sooner than six months nor
expect  to  close an acquisition in a shorter period than within the next twelve
months.  The acquisition of such an opportunity could and likely would result in
some  change  in control of our corporation at such time. This would likely take
the  form  of  a  reverse  acquisition. That means that this Issuer would likely
acquire  businesses  and  assets  for  stock in an amount that would effectively
transfer  control  of  our  corporation  to  the  acquisition  target  Issuer or
ownership  group.  It  is  called  a  reverse-acquisition because it would be an
acquisition  by  this Issuer in form, but would be an acquisition of this Issuer
in  substance.  Capital  formation  issues  for the future would arise only when
targeted business or assets have been identified. Until such time, we would have
no  basis upon which to propose any substantial infusion of capital from sources
outside  of  its  circle  of  affiliates. Targeted acquisitions for stock may be
accompanied  by  capital  formation  programs, involving knowledgeable investors
associated  with or contacted by the owners of a target Issuer. If the currently
proposed acquisition fails, it would be expected that a reverse acquisition of a
target  Issuer  or  business  would  be  associated with some private placements
and/or  limited  offerings  of  common  stock  for  cash.  Such  placements,  or
offerings,  if  and  when made or extended, would be made with disclosure of and
reliance  on  the businesses and assets to be acquired, and not upon our present
or  future  condition  without  revenues  or  substantial  assets.


                         ITEM 7.  FINANCIAL STATEMENTS.

     Please see the Exhibit Index found on page 15 of this Report. The financial
statements  listed  therein, attached hereto and filed herewith are incorporated
herein  by  this  reference  as  though  fully  set  forth  herein.


                                     ITEM 8.
                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

                                     [None.]

             The Remainder of this Page is Intentionally left Blank

                                       10
<PAGE>
                                    PART III


                                     ITEM 9.
        DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     MARK ZOUVAS is presently our Sole Officer & Director. He was elected August
12,  1999  and  will serve in such capacity until the next annual meeting of the
Issuer's shareholders or until their successors have been elected and qualified.
There  are  no familial relationships among the Issuer's officers and directors,
nor  are there any arrangements or understandings between any of the officers or
directors  of  the  Issuer  or any other person pursuant to which any officer or
director  was  or  is  to  be  selected  as  an  officer  or  director.

     Mr.  Zouvas  is 37 years old. He was appointed to the Board of Directors of
the  Company  on  October  5,  1999.   From September 1993 to
September,  1997,  Mr.  Zouvas  worked for Vantage Capital Management Company in
Chicago,  Illinois.  Mr.  Zouvas  has  a BA from the University of California at
Berkeley (Accounting and Real Estate). As a staff auditor with Price Waterhouse,
he performed services for clients in the banking and real estate industries. Mr.
Zouvas  has  been involved in several venture capital transactions over the past
five years. He is a Licensed Real Estate Broker and an Accountant in California.
Mr.  Zouvas is currently a principal in Delphi Consulting Group that specializes
in  taking  companies  public through reverse-merger acquisitions. Mr. Zouvas is
also  the  Chief Financial Officer of Power Exploration, Inc., a publicly traded
oil  exploration  firm  located  in  Fort  Worth,  Texas.

     The present Board of Directors is recommending that Gary S. Saunders, Scott
Hildebrandt,  Chris  DeSantis,  Mark  S. Zouvas and Wayne Saunders be elected as
Directors  of the Company and that said individuals be appointed as Directors on
behalf  of  the  corporation until the next Meeting of Shareholders. Mr. Zouvas,
our  existing director is recommended to remain on the Board of Directors. These
proposals  are  made  in  connection with our proposed acquisition of eKnowledge
Group, Inc. If that acquisition fails, these proposals for new directors will be
of  no  further  effect.

     The  business  experience and biographies of all the proposed Directors are
as  follows:

     GARY  S.  SAUNDERS  is  the  President  and  Chief  Executive  Officer  of
eKnowledge.  Prior  to  starting  eKnowledge,  Mr. Saunders was the President of
Longacre/White  Patent  Education  (ALWPE@),  a  company  that offers Patent Bar
Review  courses. He is widely credited with taking LWPE to the number one market
share  position  in  less than a year in the face of stiff competition, a mature
market,  and  a  company  undergoing a name change. Mr. Saunders has produced an
Online  Bar  Exam  Review  Program  for  Practicing  Law Institute, the Nations
leading  Continuing Legal Education provider. Mr. Saunders was also the Director
of  Operations  for  the  Western  United  States for West Publishing=s West Bar
Review,  Vice  President  of  Bar  Review  Operations  for American Professional
Testing  Services, Inc., the parent company of Barpassers bar review, and on the
management  team  that  oversaw  the  Sum  &  Substance  product line, a line of
supplemental  study  aids  for law students. Prior to APTS, Mr. Saunders was the
Director  of  GRE/GMAT/LSAT/MCAT  Operations  for  the Western United States for
Bar/bris  Professional  Testing  Centers,  then a market leader in the field. A
leading  expert  in both test preparation and sales and marketing to the student
market, Mr. Saunders has participated in the start up of two other companies. He
is  a  member  of  the  State  Bar  of  California,  a graduate of Brigham Young
University  and  University  of  San  Diego  School  of  Law,  and is one of the
principal  lecturers  in  eKnowledge=s  initial Home LSAT program as well as the
eTestprep.com  SAT  program.

     SCOTT  HILDEBRANDT  is the author and a principal lecturer in the Home LSAT
program  and  a  coauthor  and  lecturer  in  the  eTestprep  SAT  program.  Mr.
                                       11
<PAGE>

Hildebrandt  is the Senior Vice President of Academics for eKnowledge as well as
a  partner  in  the  Silicon  Valley  law  firm  of  Hildebrandt and Welker. Mr.
Hildebrandt formerly created the curriculum for a San Francisco test preparation
company,  Columbia  Review  Course.  When  he  taught for Bar/bri=s Professional
Testing  Centers  he  was  the  Western  United  States  top rated lecturer. Mr.
Hildebrandt  is  also  the  author of a line of study aids for law students. Mr.
Hildebrandt  is  a  member of the State Bar of California, a graduate of Brigham
Young  University  and  its  J.  Reuben  Clark  Law  School.

     CHRIS  DESANTIS  is currently the Director of the Online Bar Review Program
at  Practicing Law Institute. PLI, a non-profit organization founded in 1933, is
the  nation=s  premier provider of continuing legal education programs. Prior to
PLI  Mr. DeSantis was with The Washington Posts Kaplan Division working in both
the  Test  Preparation  and  Online  Law School areas. As Director of Kaplan CPA
Review, Mr. DeSantis introduced the concept of Online Test Preparation for those
taking  the  CPA  examination.  He  was on the management team that designed and
implemented  the first Online Law School, Concord. Prior to Kaplan, Mr. DeSantis
was  a  Director  for  West  Bar  Review.  A  graduate of Swarthmore College and
California  Western  University  School  of  Law,  Mr.  DeSantis  is licensed to
practice  law  in  California,  New  Jersey,  New  York,  and  Pennsylvania.

     WAYNE  SAUNDERS began his career in Consumer and Commercial Finance, rising
to  the  level  of President of Universal Finance. From Finance Saunders went to
Manufacturing  in  the  Plumbing  and Air Conditioning Industries leading Wright
Manufacturing  to  the  market  share leader position. Saunders has successfully
started  many  businesses  including,  Life  Insurance, Manufacturing, Equipment
Rental,  Commodities  Investment,  Oil  Development, and Real Estate Development
companies.  Saunders is credited with starting TuneMatic, the quick auto tune up
with  a  6  month  or  6,000  mile guarantee that he originated and sold to Andy
Granatelli.  Tune-up Masters continues to lead the tune up industry. Saunders is
a  graduate  of  St.  Marys  with  a  BA  in  Business  Administration.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Based solely upon a review of
Forms  3,  4  and  5  furnished  to the Company, the Company is not aware of any
person  who  at  any  time  during the fiscal year ended December 31, 1998 was a
director,  officer,  or  beneficial owner of more than ten percent of the Common
Stock  of  the  Company,  and  who  failed  to  file, on a timely basis, reports
required  by  Section  16(a)  of the Securities Exchange Act of 1934 during such
fiscal  year.

                        ITEM 10.  EXECUTIVE COMPENSATION.

     There  has  been  no  compensation  of  Officers,  Directors, Executives or
employees  of  our  corporation  and  no  plan  of  compensation  is  presently
contemplated.

                                       12
<PAGE>
    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


CERTAIN  BENEFICIAL  OWNERS  AND  OWNERS  OF  5%  OR  MORE

<TABLE>
<CAPTION>
<S>                                     <C>        <C>
  Name and Address of Beneficial Owner  Share      % of Total
 Common Stock                           Ownership
-------------------------------------------------------------
J. Dan Sifford
34700 Pacific Coast Hwy,                2,100,000       41.60
Capistrano Beach, CA 92624
Total 5% Owners                         2,100,000       41.60
Total Issued and Outstanding            5,047,991      100.00
======================================  =========  ==========
</TABLE>
                                     TABLE B
                             OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
<S>                                     <C>        <C>
  Name and Address of Beneficial Owner  Share      % of Total
 Common Stock                           Ownership
-------------------------------------------------------------
Mark Zouvas                               300,000        5.94
34700 Pacific Coast Hwy,
Capistrano Beach, CA 92624
All Officers and Directors as a Group     300,000        5.94
Total Shares Issued and Outstanding     5,047,991      100.00
======================================  =========  ==========
</TABLE>

            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                                     [None.]


   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.
                                     [None.]

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.

                                       13
<PAGE>

                                  Exhibit Index

                       FINANCIAL STATEMENTS AND DOCUMENTS
               FURNISHED AS A PART OF THIS REGISTRATION STATEMENT
--------------------------------------------------------------------------------
                                                                           Page
       Exhibit      Table Category  /  Description of Exhibit             Number
      [2]   PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
            SUCCESION
--------------------------------------------------------------------------------
2.1     ARTICLES OF MERGER AND PLAN OF REORGANIZATION: Delaware to Nevada     17
--------------------------------------------------------------------------------
                   [3]   ARTICLES OF INCORPORATION AND BY-LAWS
--------------------------------------------------------------------------------
   3.1     ARTICLES OF INCORPORATION                                          22
   3.2     RESTATED ARTICLES OF INCORPORATION                                 24
   3.3     BY-LAWS                                                            27
 -------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
F-1     Audited Financial Statements for the years ended December 31, 1999, 1998
================================================================================


                                       14
<PAGE>

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and  on  the
date  indicated.

                             RICHMOND SERVICES, INC.

Dated:  March  29,  2000

                            _________/s/___________
                                   Mark Zouvas
                            Sole Officer and Director

                                       15
<PAGE>


                                   EXHIBIT 2.1

                  ARTICLES OF MERGER AND PLAN OF REORGANIZATION

                               DELAWARE TO NEVADA

                                       16
<PAGE>
--------------------------------------------------------------------------------
                               ARTICLES OF MERGER
                                    BY WHICH

                             RICHMOND SERVICES, INC.
                            (A DELAWARE CORPORATION)

                           SHALL MERGE WITH AND BECOME

                             RICHMOND SERVICES, INC.
                             (A NEVADA CORPORATION)
--------------------------------------------------------------------------------

FIRST,  THE  PLAN  OF  MERGER  FOR  CHANGE  OF  SITUS:

(1)  That  certain  Plan of Merger for Change of Situs, dated April 21, 1999, is
attached  hereto  and  incorporated herein by this reference as though fully set
forth  herein.

SECOND,  INFORMATION  RE  SHAREHOLDER  ACTION:

(2)  Shareholder  Action  is  not  required,  for  the  reason  that  the former
shareholders  and  the  resulting  shareholders are the same without dilution or
change,  and  that  the  exchange  of  shares is in effect merely an exchange of
situs.  (Nevada:  NRS  78.454)(Texas:  TxBusCop  Act  Art  5.03).

THIRD,  CORPORATE  AUTHORITY:

(3)  The  Plan of Merger for Change of Situs and the performance of the terms of
the  Plan  of Merger for Change of Situs, by the each and all of the parties and
entities  mentioned  in  the  Plan  of  Merger  for  Change  of  Situs were duly
authorized  by all action required by the laws under which each was incorporated
or  organized  and by its constituent documents, to which representation each of
the  undersigned  duly  certifies  and  attests.

FOURTH,  EFFECTIVE  DATE:

(4) The exchange shall become effective at the earliest date provided or allowed
by  law,  and  not later than certification by each applicable State Official of
that  this  document  has  been  accepted  for  filing  and  filed.

FIFTH  SIGNING:

(5)  These  Articles of Merger are signed by the duly authorized Officers of the
each  applicable  entity  as  follows:

             the remainder of this page is intentionally left blank
                signatures appear on the following page or pages
                                       17
<PAGE>
 RICHMOND  SERVICES,  INC.      RICHMOND  SERVICES,  INC.
 (A  DELAWARE  CORPORATION)      (A  NEVADA  CORPORATION)

          by                                by
_______/s/_______                 ________/s/_______
J.  Dan  Sifford                   J.  Dan  Sifford
   President                           President

______/s/_______               ________/s/________
Laurencio  Jaen                  Laurencio  Jaen
Secretary                           Secretary



                                  PLAN ATTACHED
                                       18
<PAGE>


PLAN  OF  MERGER  FOR  CHANGE  OF  SITUS
APRIL  21,  1999  PAGE  10



                       PLAN OF MERGER FOR CHANGE OF SITUS

PLAN  OF  MERGER  FOR  CHANGE  OF  SITUS
APRIL  21,  1999  PAGE  88


                                    BY WHICH
                             RICHMOND SERVICES, INC.
                            (A DELAWARE CORPORATION)
                            WILL MERGE WITH AND INTO
                             RICHMOND SERVICES, INC.
                             (A NEVADA CORPORATION)
             FOR THE PURPOSE OF CHANGING THE PLACE OF INCORPORATION


     THIS  PLAN OF REORGANIZATION  is made effective and dated this day of April
21,  1999,  by and between the above referenced corporations, sometimes referred
to  herein  as  "the  Public  Company"  and "the Private Company", respectively.


                                  I.  RECITALS

A.  THE  PARTIES  TO  THIS  AGREEMENT

     1.  RICHMOND  SERVICES,  INC.  ("the  Public  Company")  is  a  Delaware
Corporation.

     2.  RICHMOND  SERVICES,  INC.  ("the  Private  Company")  is  a  Nevada
Corporation,  having  been  created  (or  to  be  created) on behalf of Richmond
Services,  Inc.  for  the  purpose  of  changing the place of incorporation from
Delaware  to  Nevada.

B.  THE  CAPITAL  OF  THE  PARTIES:

     1.  THE  CAPITAL  OF  THE  PUBLIC  COMPANY consists of 50,000,000 shares of
common voting stock of $0.0001 par value authorized, of which  15,000,000 shares
are  issued  and  outstanding.

     2.  THE  CAPITAL  OF  THE  PRIVATE COMPANY consists of 50,000,000 shares of
common voting stock of $0.001 par value authorized, of which no shares have been
or  are  issued  or  outstanding.

C.  THE  DECISION  TO  REORGANIZE  TO  CHANGE SITUS:  The Parties have resolved,
accordingly,  to merge and relocated the place of incorporation, by means of the
following  reorganization,  by which the Public Company will merge with and into
the  Private  Company  move  to  Nevada.


                           II.  Plan of Reorganization

A.  CHANGE  OF  SITUS:  The  Public  Company  (Delaware) and the Private Company
(Nevada)  are  hereby  reorganized for the sole and singular purpose of changing
the  place  of  incorporation  of Richmond Services, Inc.; such that immediately
following  the  Reorganization  the Delaware Public Company will move to Nevada.
                                       19
<PAGE>

     1.  The Public Company: Richmond Services, Inc. of Delaware will merge with
and into and thereafter be Richmond Services, Inc.of Nevada.  The Public Company
will  retain  its  corporate  personality  and  status,  and  will  continue its
corporate  existence  uninterrupted, in and through, and only in and through the
Nevada  Corporation.

     2.  CONVERSION  OF  OUTSTANDING  SHARES:  Forthwith upon the effective date
hereof,  each  and every one share of stock of the Public Delaware Company shall
be  converted to one share of the Nevada Company. Any such holders of shares may
surrender  them  to  the  transfer agent for common stock of the Public Delaware
Company,  which  transfer  agent shall remain and continue as transfer agent for
the  Nevada  Company.

     3.  EFFECTIVE  DATE:  This  Plan  of  Reorganization shall become effective
immediately  upon  approval  and  adoption  by  Corporate parties hereto, in the
manner  provided  by  the  law of its place of incorporation and its constituent
corporate  documents,  the time of such effectiveness being called the effective
date  hereof.

     4.  SURVIVING  CORPORATIONS:  The  Nevada  Company  shall  survive  the
Reorganization  after  Reorganization,  with  the  operational  history  of  the
Delaware  Company before the Reorganization, and with the management, duties and
relationships  to  its shareholders unchanged by the Reorganization and with all
of  its  property  and  with  its  shareholder  list  unchanged.

     5.  FURTHER  ASSURANCE,  GOOD FAITH AND FAIR DEALING: the Directors of each
Company  shall  and  will  execute  and deliver any and all necessary documents,
acknowledgments  and  assurances  and  do  all  things  proper  to  confirm  or
acknowledge  any  and  all  rights,  titles  and  interests created or confirmed
herein;  and  both  companies covenant hereby to deal fairly and good faith with
each  other  and  each  others  shareholders.

     This  Reorganization Agreement is executed on behalf of each Company by its
duly  authorized  representatives,  and attested to, pursuant to the laws of its
respective  place  of  incorporation  and  in  accordance  with  its constituent
documents.

RICHMOND  SERVICES,  INC.     RICHMOND  SERVICES,  INC.
(A  DELAWARE  CORPORATION)      (A  NEVADA  CORPORATION)

       by                                 by
________/s/_______               ________/s/_________
J.  Dan  Sifford                   J.  Dan  Sifford
PRESIDENT,  DIRECTOR              PRESIDENT,  DIRECTOR

_____/s/_______            __________/s/________
Laurencio  Jaen                Laurencio  Jaen
SECRETARY,  DIRECTOR        SECRETARY,  DIRECTOR
                                       20
<PAGE>


--------------------------------------------------------------------------------
                                   EXHIBIT 3.1
                       ORIGINAL ARTICLES OF INCORPORATION
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                                       21
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CERTIFICATE  OF  INCORPORATION  OF
Richmond  Services,  Inc.     State  of  Delaware
A  CLOSE  CORPORATION     Secretary  of  State
     Division  of  Corporations
     Filed  09:00  AM  06/14/93
     763165043  -  2340077
FIRST:  The  name  of  the  corporation  is  Richmond  Services,  Inc.

SECOND: Its registered office in the State of Delaware is to be located at Three
Christina Center, 201 N. Walnut Street, Wilmington DE 19801 in the county of New
Castle.  The  registered  agent  in  charge  thereof is The Company Corporation,
address  same  as  above.

THIRD:  The  nature  of the business and the objects and purposes proposed to be
transacted, promoted and carried on, are to engage in any lawful act or activity
for  which  corporations  may  be organized under the General Corporation Law of
Delaware.

FOURTH:  The  amount  of total authorized shares of stock of this corporation is
1500  shares  of  No  par  value.

FIFTH: The name and mailing address of the incorporator is Vanessa Foster, Three
Christina  Center,  201  N.  Walnut  Street,  Wilmington  DE  19801.

SIXTH:  The  powers  of  the  incorporator  are  to terminate upon filing of the
certificate  of  incorporation. All of the corporation's issued stock, exclusive
of  treasury  shares,  shall  be  held  of  record  by not more than thirty (30)
persons.

SEVENTH:  All of the issued stock of all classes shall be subject to one or more
of  the  restrictions  on  transfer  permitted  by  Section  202  of the General
Corporation  Law.

EIGHTH:  The corporation shall make no offering of any of its stock of any class
which  would  constitute  a  "public  offering" within the meaning of the United
States  Securities  Act  of  1933,  as  it  may  be  amended  from time to time.

NINTH:  Directors  of  the  corporation  shall  not  be  liable  to  either  the
corporation  or  its stockholders for monetary damages for a breach of fiduciary
duties  unless  the  breach  involves:  (1)  a director's duty of loyalty to the
corporation  or  its  stockholders;  (2)  acts or omissions not in good faith or
which  involve  intentional  misconduct  or  a  knowing  violation  of  law; (3)
liability  for  unlawful  payments  of  dividends or unlawful stock purchases or
redemption  by  the  corporation;  or  (4) a transaction from which the director
derived  an  improper  personal  benefit.

I,  THE  UNDERSIGNED, for the purpose of forming a corporation under the laws of
the  State of Delaware, do make, file and record this Certificate and do certify
that  the  facts  herein  are true, and I have accordingly hereunto set my hand.

DATED:  June  14,  1993     ______/s/_______
                            Vanessa  Foster


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                                   EXHIBIT 3.2

                       RESTATED ARTICLES OF INCORPORATION
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                                       23
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ARTICLES  OF  INCORPORATION
OF
RICHMOND  SERVICES,  INC.

ARTICLE  I.  The  name  of  the  Corporation  is  RICHMOND  SERVICES,  INC.

ARTICLE  II.  Its principal office in the State of Nevada is 774 Mays Blvd. #10,
Incline  Village NV 89452. The initial resident agent for services of process at
that  address  is  N&R  Ltd.  Group,  Inc

ARTICLE  III.  The purposes for which the corporation is organized are to engage
in any activity or business not in conflict with the laws of the State of Nevada
or  of the United States of America.  The period of existence of the corporation
shall  be  perpetual.

ARTICLE  IV.  The  corporation  shall  have  authority  to issue an aggregate of
50,000,000  shares  of  common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$50,000.  The corporation's capital stock may be sold from time to time for such
consideration  as  may  be  fixed  by  the  Board of Directors, provided that no
consideration  so  fixed  shall  be  less  than  par  value.

ARTICLE  V.  No  shareholder shall be entitled to any preemptive or preferential
rights  to  subscribe  to  any  unissued stock or any other securities which the
corporation  may  now  or  hereafter  be  authorized  to  issue,  nor  shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

ARTICLE  VI.  The  name  and  address  of the Incorporator of the corporation is
William  Stocker,  Attorney  at  Law,  34700  Pacific  Coast Highway, Suite 303,
Capistrano  Beach  CA  92624,  phone  (949)  248-9561,  fax  (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than  one  (1)  nor  more  than  (7) persons. The Incorporator shall act as Sole
Initial  Director.

ARTICLE  VII.  The  Capital Stock, after the amount of the subscription price or
par  value,  shall  not  be  subject  to  assessment  to  pay  the  debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

ARTICLE  VIII.  The  initial  By-laws of the corporation shall be adopted by its
Board  of  Directors.  The power to alter, amend or repeal the By-laws, or adopt
new  By-laws, shall be vested in the Board of Directors, except as otherwise may
be  specifically  provided  in  the  By-laws.
                                       24
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I  THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming  a  corporation  pursuant  the  General  Corporation Law of the State of
Nevada,  do  make and file these Articles of Incorporation, hereby declaring and
certifying  that  the  facts herein stated are true, and accordingly have set my
hand  hereunto  this  Day,

April  19,  1999

______/s/_______
William  Stocker
attorney  at  law
Incorporator

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                                   EXHIBIT 3.3
                                     BY-LAWS
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                                       26
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               BY-LAWS
     OF
     RICHMOND  SERVICES,  INC.
     A  NEVADA  CORPORATION


     ARTICLE  I
     CORPORATE  OFFICES


     The  principal  office  of  the corporation in the State of Nevada shall be
located  at  774  Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as  the  board  of directors may designate or as the business of the corporation
may  from  time  to  time  require.


     ARTICLE  II
     SHAREHOLDERS'  MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  time  and date for the annual meeting of the shareholders shall be set
by  the  Board  of  Directors of the Corporation, at which time the shareholders
shall  elect a Board of Directors and transact any other proper business. Unless
the  Board  of  Directors  shall  determine otherwise, the annual meeting of the
shareholders  shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of  Directors  and  transact  any other proper business. If this date falls on a
holiday,  then  the  meeting  shall be held on the following business day at the
same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the  direction of the president, or secretary, or the officer or persons calling
the  meeting.  If  mailed,  such  notice  shall  be  deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.
Closing  of  Transfer  Books  or  Fixing  Record  Date.

     (a) For the purpose of determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.
                                       27
<PAGE>

     (b)  In  lieu  of  closing  the  stock  transfer  books,  the directors may
prescribe  a  day  not  more than sixty (60) days before the holding of any such
meeting  as  the  day as of which stockholders  entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are  entitled  to  notice  or  to  vote  at  such  meeting

     (c)  The directors may adopt a resolution prescribing a date upon which the
stockholders  of  record are entitled to give written consent to actions in lieu
of  meeting.  The  date  prescribed by the directors may not precede nor be more
than  ten  (10)  days  after  the  date  the resolution is adopted by directors.

SECTION  5.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  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 principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

SECTION  6.  QUORUM.

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

SECTION  7.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.  Such  proxies  may  be deposited by electronic
transmission.

SECTION  8.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

SECTION  9.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.


SECTION  10.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the
stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

SECTION  11.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
                                       28
<PAGE>

the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel
and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.


     ARTICLE  III
     BOARD  OF  DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (1)
and  a  maximum  of  nine  (9),  or  such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been  elected  and  qualified.

SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.
                                       29
<PAGE>

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

     The board, by resolution, may designate from among its members an executive
committee  and  other  committees, each consisting of one (1) or more directors.
Each  such  committee  shall  serve  at  the  pleasure  of  the  board.


     ARTICLE  IV
     OFFICERS


SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor
shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.  In the event that no election of officers be held by the directors at
that  time,  the  existing  officers  shall  be deemed to have been confirmed in
office  by  the  directors.

SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these By-Laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
                                       30
<PAGE>

corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give
receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  By-Laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.


SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.


     ARTICLE  V
     CONTRACTS,  LOANS,  CHECKS  AND  DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.


SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.


     ARTICLE  VI
     FISCAL  YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.


     ARTICLE  VII
     DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.

                                       31
<PAGE>

     ARTICLE  VIII
     SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".


     ARTICLE  IX
     WAIVER  OF  NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


     ARTICLE  X
     AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  in  the  same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued  and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting  when  the  proposed  amendment  has  been set out in the notice of such
meeting.

     CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED,  AND  CORPORATE  SEAL  AFFIXED,  this  day  of  April  21,  1999.

     _____/s/______
     Mark  Zouvas
     President

                                       32
<PAGE>
--------------------------------------------------------------------------------
                                   EXHIBIT F-1
                          AUDITED FINANCIAL STATEMENTS
                    FOR YEARS ENDING DECEMBER 31, 1999, 1998
--------------------------------------------------------------------------------
                                       33
<PAGE>

INDEPENDENT  AUDITOR  S  REPORT


To  the  Board  of  Directors  and  Stockholders  of
Richmond  Services,  Inc.


We  have  audited  the accompanying balance sheet of Richmond Services, Inc.  (a
Development  Stage  Company)  as  of  December 31, 1999 and 1998 and the related
statements of operations, stockholders  equity and cash flows for the years then
ended  and  from  inception  on  June 14, 1993 through December 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.  The  financial  statements of Richmond Services, Inc for the period
from  inception at June 14, 1993 through December 31, 1997 were audited by other
auditors  whose report dated March 31, 1998, expressed an unqualified opinion on
these  statements.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Richmond Services, Inc. (a
Development  Stage  Company) as of December 31, 1999 and 1998 and the results of
its  operations  and  cash  flows for the years then ended and from inception on
June  14,  1993  through December 31, 1999 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
financial  statements,  the  Company  is  a  development  stage  company with no
significant operating results to date.  These conditions raise substantial doubt
about  its  ability to continue as a going concern.  Management s plan 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.


______/s/_______
Crouch, Bierwolf & Chisholm
Salt  Lake  City,  Utah
March  16,  2000
                                       34
<PAGE>

                             Richmond Services, Inc.
                          (a development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>
<S>                                          <C>             <C>
                                                        December 31,
                                                      1999       1998
----------------------------------------------------------------------
ASSETS
Current Assets
Cash                                         $         269   $     84
Total Current Assets                         $         269   $     84
Total Assets                                 $         269   $     84
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Advance from affiliate                       $      34,078   $  6,960
Total Laibilities                                   34,078      6,960
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.0001 par value
authorized, 5,471,850 and 5,171,850
shares issued and outstanding, respectively            505        365
Additional Paid-In Capital                          61,703      9,343
Stock Subscription Receivable                         (100)      (100)
Deficit Accumulated During the
Development Stage                                  (95,917)   (16,484)

Total Stockholders' Equity                         (33,809)    (6,876)

Total Liabilities and Stockholders' Equity   $         269   $     84
</TABLE>
    The accompanying notes are an integral part of the financial statements.
                                       35
<PAGE>
                             Richmond Services, Inc.
                          (a development Stage Company)
                             Statement of Operations
<TABLE>
<CAPTION>
<S>                          <C>          <C>                    <C>             <C>
                                                                                 From Inception
                                                                                 On June 14,
                                                                                    1993 through
                                          For the years ended    December 31,    December 31,
                                   1999                   1998            1997              1999
-------------------------------------------------------------------------------------------------
Revenues                     $        0   $                  0   $           0   $             0
Expenses:
Amortization & Depreciation           0                    500           1,000             5,000
General & Administrative         64,433                  3,500           7,984            75,917
Total Expenses                   64,433                  4,000           8,984            80,917
Other Income (Expense):
Bad Debt                        (15,000)                     0               0           (15,000)
Total Expenses                  (15,000)                     0               0           (15,000)
Net Loss                       ($79,433)               ($4,000)        ($8,984)         ($95,917)
Net Loss Per Share               ($0.02)  $              (0.00)  $       (0.00)           ($0.03)
Weighted Average shares
outstanding                   4,814,643              3,502,845       3,442,636         3,377,684
</TABLE>
     The accompanying notes are an integral part of the financial statements
                                       36
<PAGE>
                             Richmond Services, Inc.
                          (a development Stage Company)
                        Statement of Stockholders' Equity
<TABLE>
<CAPTION>



<S>                                <C>           <C>      <C>          <C>             <C>            <C>  <C>    <C>   <C>
                                                                                         Deficit
                                                                                       Accumulated
                                                          Additional      Stock          During the
                                       Common Stock        Paid In    Subscription    Development
                                   Shares        Amount   Capital      Receivable         Stage
----------------------------------------------------------------------------------------------------
Balance, June 14, 1993                        0  $     0  $         0  $           0   $          0
Common Stock issued for
organizational costs at $.001
per share June 15, 1993               3,333,333  $   333  $     4,667  $           0   $          0
Common Stock issued
for stock subscription receivable
at $.001 per share June 15, 1993         66,667  $     7  $        93  $           0   $          0
Stock subscription receivable                 0  $     0  $         0          ($100)  $          0
Net Loss from inception to
December 31, 1993                             0  $     0  $         0  $           0          ($500)
Balance December 31, 1993             3,400,000  $   340  $     4,760          ($100)         ($500)
Net Loss for the year ended
December 31, 1994                             0  $     0  $         0  $           0        ($1,000)
Balance December 31, 1994             3,400,000  $   340  $     4,760          ($100)       ($1,500)
Net Loss for the year ended
December 31, 1995                             0  $     0  $         0  $           0        ($1,000)
Balance December 31, 1995             3,400,000  $   340  $     4,760          ($100)       ($2,500)
Net Loss for the year ended
December 31, 1996                             0  $     0  $         0  $           0        ($1,000)
Balance December 31, 1996             3,400,000  $   340  $     4,760          ($100)       ($3,500)
Common Stock issued for
cash at $.022 per share
February 10, 1997                        47,900  $     5  $     1,603  $           0   $          0
Net Loss for the year ended
December 31, 1997
Balance December 31, 1997                     0  $     0  $         0  $           0        ($8,984)
                                      3,447,900  $   345  $     6,363          ($100)      ($12,484)
Common Stock issued for
services at $.001 per share
September 22, 1998                      200,000  $    20  $     2,980  $           0   $          0
Net Loss for the year ended
December 31, 1998                             0  $     0  $         0  $           0        ($4,000)
Balance, December 31, 1998            3,647,900  $   365  $     9,343          ($100)      ($16,484)
Common Stock issued for
Cash t $.0375 per share               1,400,000  $   140  $    52,360  $           0   $          0
Fractional shares issued in
reverse split                                91  $     0  $         0  $           0   $          0
Net Loss for the year ended
December 31, 1999                             0  $     0  $         0  $           0       ($79,433)
Balance, December 31, 1999            5,047,991  $   505  $    61,703          ($100)      ($95,917)
</TABLE>
     The accompanying notes are an integral part of the financial statements
                                       37
<PAGE>
                             Richmond Services, Inc.
                          (a development Stage Company)
                             Statement of Cash Flows
<TABLE>
<CAPTION>
<S>                               <C>                    <C>             <C>        <C>
                                                                                      From Inception
                                                                                         14-Jun-93
                                                                                           through
                                                For the years ended    December 31,     December 31,
                                                  1999            1998       1997              1999
----------------------------------------------------------------------------------------------------
Cash Flows from Operating
Activities:
Loss from operations                          ($79,433)        ($4,000)   ($8,984)         ($95,917)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization & Depreciation                          0             500      1,000             5,000
Stock issued for services                            0           3,000          0             3,000
Changes in assets and
Liabilities:
Accounts Payable                                27,118               0          0            34,078
Net Cash Provided (Used)
by Operating Activities                        (52,315)           (500)    (1,024)          (53,839)
Cash Flows from investment
Activities:
Other                                                0               0          0                 0
Net Cash paid for
Investing Activities                                 0               0          0                 0
Cash Flows from Financing
Activities:
Common Stock issued for cash                    52,500               0      1,608            54,108
Net Cash Provided by
Financing Activities                            52,500               0          0            54,108
Net increase (decrease) in cash                    185            (500)       584               269
Cash, beginning of year                             84             584          0                 0
Cash, end of year                 $                269   $          84   $    584   $           269
Cash, paid during
the year for:
Interest                          $                  0   $           0   $      0   $             0
Income taxes                      $                  0   $           0   $      0   $             0
Noncash Financing Transactions:
Issuance of common stock
for services                      $                  0   $       3,000   $      0   $         3,000
</TABLE>
     The accompanying notes are an integral part of the financial statements
                                       38
<PAGE>


                             RICHMOND SERVICES, INC.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

         The Company was incorporated in the State of Delaware on June 14, 1993.
The  Company  was  organized  for the purpose of initiating commuter air service
from  Sugar Land Airport in Richmond, Texas.  The Company now intends to acquire
and  operate  small  niche  market  air  carriers.  The  Company has been in the
development  stage  since  its  formation  on  June  14,  1993.

     b.  Accounting  Method

          The  Company  s  financial  statements  are prepared using the accrual
method  of  accounting.  The  Company  has  elected  a  calendar  year  end.

     c.  Cash  and  Cash  Equivalents

         Cash  equivalents  include  short-term  highly  liquid investments with
maturities  of  three  months  or  less  at  the  time  of  acquisition.

     d.  Loss  Per  Share

         The  computations  of  loss  per share of common stock are based on the
weighted average number of outstanding shares during the period of the financial
statements.

     e.  Provision  for  Income  Taxes

          At December 31, 1999, the Company has net operating loss carryforwards
totaling  approximately $95,917 that may be offset against future taxable income
through  2012.  No  tax benefit has been reported in the 1999 and 1998 financial
statements,  because  the  Company believes there is a 50% or greater chance the
net operating loss carryforwards will expire unused.  Accordingly, the potential
tax  benefits  of  the loss carryforwards are offset by a valuation allowance of
the same amount.  The valuation allowance increased in the amount of $27,000 and
$1,000  for  the  years  ended  December  31,  1999  and  1998,  respectively.

     f.   Estimates

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

NOTE  2  -  Going  Concern

     The  Company  s  financial statements are prepared using generally accepted
accounting  principles  applicable  to  a  going  concern which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  However,  the  Company  has  current liabilities in excess of current
assets  and has experienced losses from inception.   The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome of these
uncertainties.  It  is  management  s plan to find an operating company to merge
with  providing  necessary  operating  capital.

                                       39
<PAGE>
                             RICHMOND SERVICES, INC.
                            (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE  3  -  Shareholders  Equity

         In September 1998 the Company issued 300,000 shares of its common stock
in  exchange  for  services.

         In  February  1999  the  Company  issued 1,400,000 shares of its common
stock  for  cash  of  $52,500.

NOTE  4  -  Reverse  Stock  Split

         In June 1999, the board of directors authorized a two for three reverse
split  of  its common stock.  These financial statements have been retroactively
restated  to  reflect  the  reverse  split.

NOTE  5  -  Related  Party  Transactions

        During  1999  and  1998,  the  Company  received  advances  from  common
ownership  affiliates  of  $27,118  and $0, respectively.  The balance due these
affiliates  at  December  31, 1999 and 1998 is $34,078 and $6,960, respectively.