FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           For the Year ended 12/31/00

                        Commission File Number:  0-29803

                               Safe ID Corporation

                         (formerly Inter.N Corporation)


Nevada                                                                88-0407078
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


Suite  B3,  1700  Varsity  Estates  Drive NW Calgary, Alberta Canada     T3B-2W9
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (403)  247-4630

The  following  Securities are to be registered pursuant to Section 12(g) of the
Act:  24,000,000

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 (
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  12/31/00

     the  aggregate  number  of  shares held by non-affiliates was approximately
12,000,000  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
24,000,000.

                        Exhibit Index is found on page 15

                                        1


Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3

Item  2.  Description  of  Property                                            8

Item  3.  Legal  Proceedings                                                   8

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          8

PART  II                                                                       8

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               8
      (a)  Market  Information                                                 8
      (b)  Holders                                                             8
      (c)  Dividends                                                           8
      (d)  Sales  of  Unregistered  Common  Stock  2000                        8

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        9
      (a)  Plan  of  Operation  for  the  next  twelve  months                 9
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          9
      (c)  Reverse  Acquisition  Candidate                                    12

Item  7.  Financial  Statements                                               12

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          12

PART  III                                                                     13

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

Item  10.  Executive  Compensation                                            13

Item  11.  Security Ownership of Certain Beneficial Owners and Management     14
      (a)  Security  Ownership  of  Management                                14
      (b)  Security  Ownership  of  Certain  Beneficial  Owners               14
      (c)  Changes  in  Control                                               15

Item  12.  Certain  Relationships  and  Related  Transactions                 15

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   15
      (a)  Financial  Statements                                              15
      (b)  Form  8-K  Reports                                                 15
      (c)  Exhibits                                                           15

                                        2


                                  INTRODUCTION


                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


(A) HISTORICAL INFORMATION. This Corporation, Safe ID Corporation, ("We", "Our",
"Us")  was  duly organized on June 27, 1996 pursuant to the laws of the State of
Nevada  as  Inter.N  Corporation.

     On  June  30,  1996, Inter.N Corporation issued  6,000,000 shares of common
stock  to  its  founders  at  par value of $0.001 for services valued at $1,000.
These  common  stock  amounts  have been fully adjusted to reflect a 2,000 for 1
split  of  October  12,  1998,  and  a  3  for  1  split  on September 20, 1999.

     On  July  23,  1999,  9,000,000  shares  were issued for the acquisition of
intellectual  property  in the form of a developed business plan. The fair value
of  $30,000  has  been  assigned  to  coordinate the valuation with the proceeds
received  from  the  following  subsequent share issuance. On September 1, 1999,
9,000,000  shares  were  issued  for $30,000 cash. The common stock amounts have
been  adjusted  to  reflect  the  3  for  1  split  of  September  20,  1999.

     During  August  of  1999,  Inter N. Corporation changed its name to Safe ID
Corporation.

(B)  SUMMARY  OF SIGNIFICANT EVENTS FOLLOWING REORGANIZATIONS. We have completed
our  1934  Act  Registration  of  our  common  stock, and have been accepted for
quotation  on  the  OTCBB,  the  Over  the  Counter  Bulletin  Board.

(C) RECENT EVENT. On January 26, 2001, we repurchased 1,416,000 shares of common
stock,  at  no  cost,  and  returned  the  shares  to  treasury.

(D)  OUR  BUSINESS.  We  are  developing  our business to become re-sellers of a
product line of miniaturized micro-chip technology  for insertion into inanimate
objects,  or,  in appropriate contexts, the insertion under the skin of animals.
The purpose of these devices is positive identification. The chip is the size of
a  grain  of  rice.  It  is  programmable  with  unique  codes  with billions of
combinations  possible.  Positive  identification  of  such  things  as cameras,
bicycles,  boats,  cars, skis, paintings and expensive clothes such as fur coats
is  easily  provided.  The  electronic  product line includes a variety of radio
frequency  micro-chips  or  "tags,"  portable  readers,  stationary  readers and
micro-chip  injecting  devices.

     We  have  not  commenced  operations  and  have  established  no  source of
revenues.  We  will  purchase  chips  and  resell  them.  Once  sales  have been
generated,  we  will recognize revenue at the time of delivery of the product to
the  customer.

RADIO  FREQUENCY  IDENTIFICATION  (RFID)  RFID  technology  identifies an object
remotely  through  the  use  of  radio  frequencies  and  micro-chips  and lasts
indefinitely.  Because  RFID codes can be read without line-of-sight or physical
contact, RFID technology provides a solution to certain difficult identification
problems  which  bar  code  technology  cannot  address.  The chips are passive,
activated by the electromagnetic field of the scanner as it passes over the chip
and  temporarily  energizes  the  chip,  allowing it to transmit its data to the
reader  in  milliseconds.  Safe  ID's  readers  (scanners)  can  read  other
manufacturer's  micro-chips and have an error detection and encryption algorithm
that  reduces  the probability of duplication or reading error to less than 1 in
10  billion.  Management believes that no other manufacturers can guarantee this
reliability  in  their  chip  and  coding  systems.

                                        3


MICRO-CHIPS  are tiny, passive electronic devices, ranging in size from 12 to 28
millimeters  in  length  and  2.1  to  3.5 millimeters in diameter. The smallest
micro-chip  is  about  the size of a grain of rice. The life expectancy of these
micro-chips  is  greater  than  75  years  and  over  100,000  reads.

TAMPER-PROOF  &  UNIQUE ID NUMBER. A computer-controlled process that ensures no
duplication  uniquely  codes  each  micro-chip. This code cannot be altered. The
micro-chips  carry 96 bits of information including check bits, which allows 700
trillion  non-reprogrammable  unique  ID  combinations.  Because  of  the random
process,  specific  numbers  or  groups  of  numbers  are  not  available.  The
micro-chips  unique  ID  number cannot be changed and there are no moving parts.
The  micro-chip  can  be implanted into an object or animal. After implantation,
the  device  remains  with  the object or animal for life, where it provides the
unique  ID  number  anytime it is scanned by a compatible electronic ID scanner.
Once  implanted,  the micro-chip remains inactive until read with a scanner that
sends  a  low  radio frequency signal to the chip, providing the power needed by
the  micro-chip  to  send  its  unique  code  back to the scanner and positively
identify  the animal. The use of a Safe ID micro-chip allows the ID number to be
stored  permanently  inside  an  object  or  animal,  where it cannot be lost or
altered.  The  micro-chip will last for the life of an animal with the unique ID
number intact. In addition to the number, the micro-chip generates a reliability
check  to  guarantee  that  the  identifying number is read accurately. This all
takes  place  in  less  than  .04  seconds.

EVERLASTING.     The  power  supply is passive in nature, requiring no batteries
that  wear  out  or run down. A radio signal from a reader or scanner is used to
read  the permanent identification number through the skin of an animal or on an
object.  The  chips  operate  at 125 KHz and have an operating temperature range
from  -200C  to  800C.

SAFE,  PERMANENT  &  POSITIVE.  The  Safe ID "Canadian Standard" Micro-chip is a
custom  integrated  circuit  coil  and  capacitor  (transponder)  constructed of
non-toxic components and hermetically sealed in biocompatible glass containing a
programmed  identification  number.  The  whole device is as small as a grain of
rice.  The  micro-chip  is  coupled with an antenna and sealed in an inert glass
capsule  that  can  be  glued or inserted into an object. In the case of animate
identification,  the chips are coated with Parylene-C, an anti-migratory coating
that  effects  protein  bonding  with  the  host  muscle  of  the  animal. After
implantation  a  small  layer  of connective tissue forms around the micro-chip,
preventing  migration.

ANIMAL  IDENTIFICATION.  We do not intend to compete with our principal supplier
in  the  animal  identification  market.  Avid  of  Canada  is  our supplier and
manufacturer  of  the micro-chip that is the basis of the technology we will use
for  inanimate  objects.  It is about the size of a pencil lead and is therefore
suitable  for  injection into virtually all animals. This includes parakeets and
up  to  the  size  of a whale. Extensive testing, more than ten years, in a wide
variety  of  animals  has  shown  no  adverse  side effects to the health of the
animal.  We  intend to focus on the use of this technology for identification of
inanimate  objects.

EASY  IMPLANTATION.  Implantation  is no more difficult than a routine injection
when  performed  by  a  Veterinarian.  It  takes  less  than  a minute including
preparation. Once implanted, the micro-chip requires no further attention during
the  animals'  life.

UNBIASED.  Most forms of identification require subjective interpretation by the
observer  color,  brand,  tattoo,  markings,  etc.  The  code  generated  by the
micro-chip  is  read  by  the  scanner  and  is  not  subject to interpretation.
Consequently,  error  is  eliminated.

DOWNLOAD  SYSTEMS. SafeID systems are battery powered with optional AC adapters.
They  feature  several  download  capabilities  with  PC  or  Macintosh systems.
Emulation  software  packages are available to interface with MS DOS and Windows
programs.

                                        4


(E) PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS. The products which we sell
have  been market tested, sold and market-proven in Canada for over 10 years, by
Avid  of Canada for identification of animals. The market targeted is a specific
niche market for identification of inanimate objects. Product warranties are set
by  the  manufacturer.

     SAFEID MINI TRACKER. The Mini-Tracker is the most compact reader available;
it  is  small  enough  to  carry  in a pocket and is compatible with all popular
brands  of  micro-chips.  The reader generates a 125KHz frequency signal and the
returning  data  from  the  chip  is  stored  on its 16 character Liquid Crystal
Display  (LCD). During operation, the reader emits two beep tones to signal that
a compatible micro-chip has been energized and four beep tones sound every three
minutes  to  remind  the  user  to  turn  the  reader  off  when not in use. The
Mini-Tracker  can  be  optionally equipped with an RS232 pigtail for downloading
data  to a PC or Macintosh computer. Standard power is provided by one nine-volt
alkaline  battery  and  battery  capacity  exceeds  6000  reads.

     SOFTWARE.  SafeID  intends  to  provide  and offer a Microsoft Access based
database  to store and track valuables by recording their micro-chip ID numbers.
This  software  was  developed  by  Avid of Canada. We will be a licensee of the
software,  with  the  ability  to  customize  the  software  to  accommodate our
clientele.  The customization intended would be to modify the records and fields
to  address  in animate objects rather than animals, as well as their own unique
information  including  such  data  as:  Object  name or title; Object category;
Object description; Object manufacturer or maker, painter, designer; Year Object
was  made;  Name of current owner (including details such as address, telephone,
fax and e-mail); Name of last owner; Alternate contact person; Record of sale of
object  (i.e.  A  sale  at auction); and Other pertinent information specific to
each  sector/industry.

                 THE REST OF THE PAGE INTENTIONALLY LEFT BLANK.

                                        5


     SYSTEM  SPECIFICATIONS.  Pentium  PC  with  minimum  8  Meg RAM, SVGA Color
Monitor,  Minimum  40 Meg free Hard Drive Space (plus room for data), and Mouse.
Runs  under  Windows  '95.  Routine  software.  For  remote dial-in capabilities
require  high-speed modem, minimum 28,800. Faster is better. Windows '95 must be
configured  for  remote  dial,  prior  to  shipping.

     COMPUTER  ASSISTANCE. SafeID will design a specialized reporting system for
each  specific  industry.  SafeID  can  download  data  using  a  modem  or copy
information  onto  a  disk  to  integrate  with  customer's  system. Should each
specific  industry  not  have a computer system for the tracking of each animal,
SafeID  has  the  capabilities  of  assisting  in  designing  one.

     REPORTING UNDER THE 1934 ACT. Our 1934 Act Registration of the common stock
of this Registrant became effective by operation of law; notwithstanding that it
has  not cleared comments by the Staff of the Securities Exchange Commission. It
is  not uncommon for 1934 Act Registration Statements to go effective before the
form  has  cleared  comments of the SEC Staff. Whether clear of comments or not,
upon  the  legal effectiveness of this Registration Statement, certain reporting
requirements applied to us. First and foremost, a 1934 Act Registered Company 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  Statements  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
information.

(F)  OTHER  TOPICS.

      (1)  DISTRIBUTION  METHODS  OF  THE  PRODUCTS OR SERVICES. We will use the
Internet  as our vehicle for selling. Direct sales and appointments will be made
from  the  Internet. Our web-site is www.mysafeid.com. It is operational, but we
have  not launched operations. The Internet will automatically give us access to
the  world-wide  market.  We  will ship via Express Post and Federal Express. We
need  to  establish  dynamic  links  to  our  site from hotels, airlines, travel
agencies  and  other  manufacturers, in order to generate major market business.

      (2)  STATUS  OF  ANY  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR SERVICE. None.

      (3)  COMPETITIVE  BUSINESS  CONDITIONS  AND  THE  SMALL  BUSINESS ISSUER'S
COMPETITIVE POSITION IN THE INDUSTRY. The following companies use the micro-chip
technology  and  have  a  specific  niche  in  the  marketplace  for  animal
identification:  Avid Canada, Anitech, Trovan, Destron Fearing.  Avid Canada, in
Calgary, has supplied the following statistics, which we believe to be accurate.
Avid  has  about 35% of the animal marketplace in Canada, Anitech has about 55%,
and  Trovan  has  10%. We will be a new entrant into this established market and
will  begin  at  a  competitive  disadvantage, potentially; however, we will not
compete  in  the  established animal identification market, but will exploit the
potential  for  identification  of  inanimate  objects.

      (4)  SOURCES  OF  AND  AVAILABILITY  OF  RAW  MATERIALS  AND  THE NAMES OF
PRINCIPAL  SUPPLIERS.  Avid  of  Canada  is the manufacturer and supplier of the
micro-chip  technologies  that  we  will  use.  We have established an excellent
working  relationship with Avid. No written agreements have yet been formalized.
Avid  sells  its  chips to anyone. No special agreement is necessary to purchase
chips from Avid. In addition, there are other suppliers of similar chips in Hong
Kong  and  Thailand.  We note that we intend to become a customer of Avid in the
future  by obtaining a licensing agreement with Avid. While it is true that Avid
will sell chips to anyone, the advantage of a license agreement is two-fold: (1)
Avid  has  obtained  various Canadian Governmental approvals for various uses of
its  chips.  A  license  agreement is expected to authorize Safe ID to represent
that it uses Avid chips and that those chips carry the approvals of the Canadian

                                        6


Governmental  agencies. (2) A licensing agreement is expected to confer benefits
in  preferential  pricing  and  supply  for  purchases  in quantity. Second, the
licensing  agreement  would move from a general discussion stage to an agreement
stage,  when  and if Safe ID has secured clearance of its 1934 Act Registration,
acceptance  for  quotation on the OTCBB, and consequently completed its intended
private  placement; so that, the agreement can be consummated with a substantial
cash  deposit.

     We  intend  to obtain a license to distribute our line of intended products
using Avid's micro-chips. Although there is a limited number of manufacturers of
these  particular  micro-chips, we believe that other suppliers could provide us
similar  chips on comparable terms if an agreement with Avid were not reached. A
change in suppliers, however, could cause a delay in commencing operations and a
possible  loss  of  sales,  which  would  affect  operating  results  adversely.

      (5)  DEPENDENCE  ON  ONE  OR  A FEW MAJOR CUSTOMERS. We are a new company,
entering  into  a competitive field. We do not have an established customer base
yet.

      (6)  PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS  OR  LABOR  CONTRACTS.  None. All rights belong to Avid of Canada. We
expect  to  be  its  licensee.

      (7)  NEED  FOR  ANY  GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND STATUS. Not Applicable. Avid of Canada has already established all necessary
approvals  for the products we will sell and proven their safety with respect to
animals.  We foresee no issues with respect to our intent to use the systems for
identifying  inanimate  objects.

      (8)  EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON THE
BUSINESS.  Not  Applicable.  However,  this  issuer would expect to maintain its
corporate  status  with  the  State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This issuer wishes
to  report and provide disclosure voluntarily, and will file periodic reports in
the  event  that  its  obligation  to  file  such reports is suspended under the
Exchange  Act.  If and when this 1934 Act Registration is effective and clear of
comments  by  the  staff, this issuer will be eligible for consideration for the
OTCBB  upon  submission  of  one  or more NASD members for permission to publish
quotes  for  the  purchase  and  sale  of  the shares of the common stock of the
issuer.  In  connection  with such submission and any continuation on the OTCBB,
this Registrant would expect to comply with NASD regulations, to the extent that
any  such regulations are applicable to the conduct of the Registrant's affairs.

      (9)  ESTIMATE  OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO  YEARS.  We  do not conduct research and development of the products we will
re-sell,  or  of  new  products  which we may, at some future time, re-sell. Our
principal  supplier  is  Avid  Canada.  Research and development is conducted by
those  who  supply  us  with  products  we  will  re-sell.

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

      (11)  NUMBER  OF  TOTAL  EMPLOYEES  AND  FULL-TIME  EMPLOYEES. We have two
full-time employees: Maurizio Forigo and Lance Morginn, who are our officers and
directors.

      (12)  YEAR  2000/2001  COMPLIANCE,  EFFECT ON CUSTOMERS AND SUPPLIERS. The
Company is not aware of any Year 2000/2001 compliance issues which have affected
or  would  affect  us  or  customers  or  suppliers.


(G)  FINANCING  PLANS.  For  more  information,  please  see  Item 6 of Part II,
Management's  Discussion  and  Analysis.

                                        7


(H)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions.

(I)  EMPLOYEES.  We  have  no  employees  other than our officers and directors.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  one  rented  executive  office in Calgary Alberta, Canada. During
2000/1999,  we paid consulting fees of $988/$35,867 and rent of $2,981/$1,671 to
directors  or  companies  with  a  common  director.


                           ITEM 3.  LEGAL PROCEEDINGS.

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


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

     None.

             The Remainder of this Page is Intentionally left Blank


                                     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. The
trading  in  our  common  stock  began  in  January  2001.

 (B)  HOLDERS.  Management  calculates that the approximate number of holders of
our  Common  Stock,  as  of  December  31,  2000,  was  34  shareholders.

 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on our 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, of our financial condition and other factors
that  the  Board  of  Directors  may  deem  relevant.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK  2000.  None.

                                        8


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


 (A)  PLAN  OF  OPERATION  FOR  THE  NEXT  TWELVE  MONTHS.

      (1)  CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
estimate  that we would require about $250,000 in the next twelve months to meet
overhead  (rent, salaries, and operational expenses) and also expenses connected
with  marketing  (cost  of  goods  sold, buying chips, mainly,) and also general
working  capital.  We  would  require  about $50,000 to launch, to establish our
dynamic  link  relationships  with  major  markets, and to produce and circulate
brochures  and initial advertising announcements. The term "dynamic link" refers
to  the  common commercial practice by which one web site features a direct link
to  another web site. We would require about $200,000 in initial working capital
to  insure  liquidity  for  the  first twelve months following our launch. These
necessary  funds must be raised by offering additional shares of stock in one or
a combination of the following: a public offering pursuant to the Securities Act
of 1933; and/or, one or more private placement of restricted securities. We have
not  determined yet, what plan or plans of capital formation we will pursue. The
principal  purpose  of  our  1934 Act Registration was to secure and sustain the
quotation  of  our common stock on the OTCBB. This we have achieved. The ability
of  investors  to  secure  price  quotations  of our common stock is expected to
enhance  our  ability  for  capital  formation.

     We  are  proceeding  with our planned private placement. We would expect to
allow  three  months  for the completion and clearance of funds. At that time we
will  purchase inventory and expect to begin making sales and recording revenues
immediately.  The  basis  for our expectation of immediate revenue generation is
based  upon  our  management's existing relationships and informal contacts with
potential  customers.  If  we  are  unsuccessful  in  securing investment in our
private  placement,  we  may  not  be able to continue as a going concern. It is
apparent  that  our cash on hand is insufficient for any material purpose. We do
not  have  any  current operations other than our focus on our private placement
and  on  our regulatory compliance. Accordingly, expenses incurred in connection
with  this Registration which exceed our available cash on hand must be and will
be  advanced  by  management.

     We  do not anticipate any contingency upon which we would voluntarily cease
filing reports with the SEC, even though we might cease to be required to do so.
It is in our compelling interest to report corporate affairs quarterly, annually
and  currently,  as  the  case  may  be,  generally to provide accessible public
information  to  interested  parties,  and  also  specifically  to  maintain our
qualification  for  the OTCBB, if and when the Issuer's intended application for
submission  may  be  effective.

      (2)  SUMMARY  OF  PRODUCT RESEARCH AND DEVELOPMENT. We do not have any new
products in development. We do not develop new products. We may re-sell products
developed  by  others  in  the  future,  when and if they are demonstrated to be
marketable  and  properly  warranted  by  their  manufacturers.

      (3)  EXPECTED  PURCHASE  OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.

      (4)  EXPECTED  SIGNIFICANT  CHANGE  IN THE NUMBER OF EMPLOYEES. We have no
firm  expectations.  We  hope to grow. Growth would be accompanied by additional
employees.


 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We  are a development stage company, as defined in Statement 7, of the Financial
Accounting  Standards  Board.  Our  financial  statements  have been prepared in
accordance  with  generally accepted accounting principles applicable to a going
concern,  which  assumes  that  we  will  realize  our  assets and discharge our
liabilities  in  the  normal  course of operations. Of course, our ability to do
this is dependent upon our ability to raise additional financing and to generate
revenues.  Our  plan is to raise funds, as we have described above, supplemented
by  our  planned  principal  operations,  beginning  this year, 2001. We did not
launch  as  planned  in  year  2000.

                                        9


      (1)  FINANCIAL  CONDITION.


Balance Sheet:               December 31    December 31
Selected Information .          2000           1999
-------------------------------------------------------
Cash . . . . . . . . .  $        844      $      2,778
Prepaid Expense. . . .             0             5,600
                        -------------------------------
Current Assets . . . .           844             8,378
                        -------------------------------
Total Assets . . . . .           844             8,378
                        -------------------------------
Accounts Payable . . .        39,939             5,239
Shareholders (Note 5).         7,333               350
                        -------------------------------
Total Liabilities. . .        47,272             5,589
                        -------------------------------
Common Stock . . . . .        24,000            24,000
Paid-in Capital. . . .        32,000            32,000
Accumulated Deficit. .      (102,428)          (53,211)
                        -------------------------------
Total Equity . . . . .       (46,428)            2,789
                        -------------------------------
Total Liabilities and.           844             8,378
Equity
=======================================================


     (NOTE  5)  These  are  amounts  representing  advances  from  directors and
shareholders,  without  interest  provision  or  stated  terms  of  payment.

                                       10


      (2)  RESULTS  OF OPERATIONS. We had no revenues or significant liabilities
in  1998.  We had only initial selling and administrative expenses in that year,
which were funded by loans from shareholders. These loans remain on the books as
of  the end of 2000. We had no revenues in 1999. We incurred $51,861 in expenses
in  that  year.  Those  expenses were detailed in our financial statements. They
represented  start-up  and organizational costs funded substantially by the sale
of  stock,  and  not from operations. We had an insignificant amount of cash and
other  assets  as  of  the  close  of  that  fiscal  year  and currently. We had
extraordinary  and  non-recurring  professional fees in year 2000 accountable to
our  1934  Act  Registration  of  our  common  stock.


                                          For the Years              Inception
                                              ended                  June 27,
                                           December 31,                1996
                                                                         To
                                                                       12/31
--------------------------------------------------------------------------------
 Operations
 Selected Information
                                  2000          1999         1998        2000
------------------------------------------------------------------------------
Revenues:. . . . . . .  $            0   $         0   $        0   $       0
                        ---------------  ------------  -----------  ----------
 Total Revenues. . . .               0             0            0           0
----------------------  ---------------  ------------  -----------  ----------
Professional Fee . . .          42,735         6,900            0      49,635
Rent (Note 6). . . . .           2,981         1,671            0       4,652
Selling and. . . . . .           2,370         2,385          350       6,105
Administrative
Consulting (Note 6). .             988        35,866            0      36,854
Bank Charges . . . . .             143            63            0         206
Travel . . . . . . . .               0         4,976            0       4,976
----------------------  ---------------  ------------  -----------  ----------
 Total Expenses. . . .          49,217        51,861          350     102,428
Net (Loss) . . . . . .         (49,217)      (51,861)        (350)   (102,428)
==============================================================================
Net Loss per share . .          (.0021)       (.0045)      (.0001)          0
Weighted average . . .      24,000,000    11,515,068    6,000,000           0
shares outstanding
==============================================================================



     (NOTE 6) During 2000/1999, we paid consulting fees of $988/$5,867 and rent
of  $2,981/$1,671  to  directors  or  companies  with  a  common  director.

CAUTIONARY  STATEMENTS. An analysis of our financial condition concludes that we
are  a  barely-funded  start-up,  with  an  immediate  need  to begin generating
revenues  and  obtaining  further  financing.  If  we are not successful in this
regard,  we will not be able to achieve our objectives in this year 2001, nor be
able  to  launch successful operations, and may fail. It is not our intention to
fail,  nor  to  abandon  our  plan. It is our belief that a world-wide market is
developing  for means and devices for the positive identification of animals and
inanimate objects, and that Internet marketing can be achieved profitably within
the  frame  work of our expected funding requirements. There can be no guarantee
that  our  operating  assumptions  will prove correct. There can be no assurance
that  we  will  be  successful  in raising capital through private placements or
otherwise.  Even  if  we  are  successful in raising capital through the sources
specified, there can be no assurances that any such financing would be available
in  a  timely  manner or on terms acceptable to us and our current shareholders.
Additional equity financing could be dilutive to our then existing shareholders,
and  any  debt  financing  could  involve  restrictive covenants with respect to
future  capital  raising activities and other financial and operational matters.

                                       11


 (C)  REVERSE  ACQUISITION  CANDIDATE.  We  are  not  a  candidate  for  reverse
acquisition  transactions,  either as acquiror or target. It is our intention to
pursue  the  development of our business and business plan, as described in this
and  other  Items  of  this  Report.


                         ITEM 7.  FINANCIAL STATEMENTS.

     The  Audit  Committee  of this Corporation for this fiscal year consists of
our  Board of Directors. Management is responsible for our internal controls and
the  financial  reporting  process. Our independent auditors are responsible for
performing  an  independent audit of our financial statements in accordance with
generally  accepted  accounting  standards  and to issue a report thereon. It is
the  responsibility  of  our  Board  of  Directors  to monitor and oversee these
processes.  In  this  context  the  Committee  has met and held discussions with
management  and  the  independent  accountants.  Management  recommended  to the
Committee  that  our  financial  statements  were  prepared  in  accordance with
generally  accepted  accounting  principles,  and the Committee has reviewed and
discussed  the  financial  statements  with  Management  and  such  independent
accountants, matters required to be discussed by Statement on Auditing Standards
No.  61  (Communication with Audit Committees). Our independent accountants also
provided to the Committee the written disclosures required by Independence Board
Standard  No.  1  (Independence  Discussions  with  Audit  Committees),  and the
Committee  discussed  with the independent accountants that firm's independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form 10-KSB for the year ended December 31, 2000, be included and filed with
the  Securities  and  Exchange  Commission. Our audited financial statements are
found  as  Exhibit FK-00 attached hereto, filed herewith and incorporated herein
by  this  reference  as  though  fully  set  forth herein. Our Balance Sheet and
Statement  of  Operations  are  reproduced  and  discussed  in Item 6 preceding.


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

     We  are a NEVADA company with our offices in Canada and a Canadian auditing
firm,  Smythe  Ratcliffe, Chartered Accountants. Smythe Ratcliffe is a member of
PKF  International  Association,  an  international  association  of independent
accounting firms. Our financial statements have been prepared in accordance with
US  GAAP.  We  have  had and expect to have no disagreements of any kind or sort
with  our  auditor  as to any item or matter. However, management has determined
prospectively,  that  the  best  interests  of  our  company  would be served by
developing  a  relationship with a United States auditing firm in the future. No
action  has  been  taken  with respect to such a change as of the filing of this
report.  We would expect to announce any such change promptly in accordance with
current  reporting  rules.


             The Remainder of this Page is Intentionally left Blank

                                       12


                                    PART III


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

     The  following persons are the Directors of Registrant, having taken office
on  June 4, 1999, to serve until their successors might be elected or appointed.
The  time  of  the  next  meeting  of  shareholders  has  not  been  determined.

------------------------------------------------------------------------
 Executive  Officers  DIRECTOR'S  NAME      AGE      OFFICE/POSITION
------------------------------------------------------------------------
 Maurizio  Forigo                            36       President
 CEO
------------------------------------------------------------------------
 Lance  Morginn                              28      Secretary/Treasurer
 CFO
------------------------------------------------------------------------

     Maurizio  Forigo  (age  36)  has  an  extensive business background in both
public  and  private  companies.  His  experience  includes  raising  capital,
negotiating  strategic  alliances,  marketing  strategies,  directing
hardware/software  development  and  resource  allocation  necessary  to  bring
emerging  technologies to market. He was a former national sales coordinator and
key  account  manager  for  publishers of legal and tax information. He has over
nine  years  experience  in sales, marketing, management, strategic planning and
organizational  development.

     During the past ten years he has worked for two publishing firms, the first
being  CCH  Canadian  Limited,  the  publishers  of  tax  and legal information,
starting  in  1991,  where  he  was  National Accounts Coordinator, with special
responsibility  for  content relations with the major Canadian accounting firms.
Then,  in  April  of 1997, he went to Thomson Professional Publishing, a similar
business. He was Key Account Manager for corporate accounts, managing the top 30
corporations  in  Canada.

     Lance  Morginn (age 28) founded Planet City Graphics, a Vancouver based web
development  company  in April 1996. Other projects included the production of a
leading  North  American  Y2K  software  package  capable of physically updating
computer's  CPU  for year 2000 compliance solutions. In September 1998, a merger
between  Planet  City  Graphics  and  Western  Shores,  a Vancouver based direct
response  and  database  marketing  agency,  resulted  in  the  joint venture of
MediaNet  Solutions.  Currently  acting as the VP of New Media for MediaNet, Mr.
Morginn  is  responsible  for  defining new business opportunities and providing
strategic  direction  to help position the company for growth. He holds a degree
from  the  Vancouver  Film  School multi-media program. He is trained in various
multi-media computer programs used specifically for the Film and Video industry.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     There  is  no  present  program  of  executive  compensation.  Officers and
directors  serve  without  fixed  or  established  compensation  at present. The
officers and directors of Safe ID Corporation have been fully compensated during
2000  and  1999 for the fair value of services performed. Executive compensation
had  not  been  recorded  for  1998,  as  the services performed by officers and
directors  in  1998 were minimal, and the fair value for those services has been
determined  to  be  nil.  Management  feels  that the sums paid to directors and
officers  and  recorded  in  the financial statements as consulting expenses are
reasonable  estimates  for services provided at the current level of operations,
and  therefore,  in compliance with SAB:1:B:1. Expenses incurred by the officers
and  directors  on behalf of Safe ID Corporation have been fully reimbursed, and

                                       13


are  recorded  in  the financial statements as operating expenses, in compliance
with  SAB  5:T.

     During  2000/1999,  we  paid  consulting  fees  of $988/$5,867 and rent of
$2,981/$1,671  to  directors  or companies with a common director. Common stock,
valued  at  $30,000,  was  also  issued  to directors during 1999 for payment of
intellectual  property  valued  at $7,500. Amounts due to shareholders represent
advances from directors and other shareholders of our company. These amounts are
carried  without interest or stated terms of repayment. The consulting fees were
paid to Mr. Forigo. The rent payments were actually a reimbursement for advances
to  pay  rent.

     There  are no deferred compensation arrangements, options, bonuses or other
forms  of  compensation  accrued  or  established.


    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


 (A)  SECURITY  OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
directors and nominees, naming them, and by all of our officers and directors as
a  group,  without  naming them, known to or discoverable by us. Please refer to
explanatory  notes  if  any,  for  clarification  or  additional  information.

 (B)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the best of our
knowledge  and  belief  the  following  disclosure  presents  the total security
ownership  of  all  persons,  entities  and  groups, known to or discoverable by
Registrant,  to  be  the beneficial owner or owners of more than five percent of
any  voting  class  of  Registrant's stock. Please refer to explanatory notes if
any,  for  clarification  or  additional  information.

                                    TABLE A/B
                                  COMMON STOCK
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE


 Name and Address of Beneficial Owner.    Actual
                                        Ownership         %
-----------------------------------------------------------
Maurizio Forigo (1). . . . . . . . . .   6,000,000    25.00
112 16th Ave SW
Calgary Alberta T24 0T6
-----------------------------------------------------------
Lance Morginn. . . . . . . . . . . . .   6,000,000    25.00
1550 35th Ave W
Vancouver BC V6M 1H2
-----------------------------------------------------------
All Officers and Directors as a Group.  12,000,000    50.00
-----------------------------------------------------------
Silvio Forigo (1). . . . . . . . . . .   1,449,000     6.04
615 11th Ave SE Suite 204
Calgary Alberta T2G 0Y8
-----------------------------------------------------------
Hightech International SA (2). . . . .   1,380,000     5.75
Upglebe Crossfields Nether Compton
Sherborne Dorset DT9 4R3
United Kingdom
-----------------------------------------------------------
Charles Malette (3). . . . . . . . . .   1,482,000     6.18
1550 35th Ave W
Vancouver BC V6M 1H2
-----------------------------------------------------------

                                       14


-----------------------------------------------------------
Diamond Investment Exchange (3). . . .   1,170,000     4.88
1550 35th Ave W
Vancouver BC V6M 1H2
-----------------------------------------------------------
Perpetual Securities S.A. (4). . . . .   1,200,000     5.00
7 Tilton Court Digby Road
Sherborne Dorset DT9 3NL
United Kingdom
-----------------------------------------------------------
Total Other 5% Owners. . . . . . . . .   6,681,000    27.84
-----------------------------------------------------------
Total Management and 5% owners . . . .  18,681,000    77.84
-----------------------------------------------------------
Total Shares Issued and Outstanding. .  24,000,000   100.00
-----------------------------------------------------------



(1)  Maurizio  Forigo  and Silvio Forigo are brothers. Each disclaims beneficial
interest  in  the  security  ownership  of  the  other.

(2)  Robert  Bandfield  has voting and investment control of the shares owned by
Hightech  International  SA.

(3)  Mr.  MaLette  is the President of Diamond Investment Exchange. The combined
attributive  total  ownership  is  11.06%.

(4)  Chris  Gulston  has  voting and investment control over the shares owned by
Perpetual  Securities,  SA.


 (C)  CHANGES  IN  CONTROL. There are no arrangements known to us, including any
pledge  by any persons, of our securities, which may at a subsequent date result
in  a  change  of  control  of  the  Issuer.  We  are  not  a  candidate for any
acquisition,  as  a  target  company  nor  an  acquiring  company.

            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During  2000/1999,  we  paid  consulting  fees  of $988/$35,867 and rent of
$2,981/$1,671  to  directors  or companies with a common director. Common stock,
valued  at  $30,000,  was  also  issued  to directors during 1999 for payment of
intellectual  property  valued  at $7,500. Amounts due to shareholders represent
advances from directors and other shareholders of our company. These amounts are
carried  without interest or stated terms of repayment. The consulting fees were
paid to Mr. Forigo. The rent payments were actually a reimbursement for advances
to  pay  rent.


   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.

                                       15


Exhibit                                                                  Page
Number                    Description  of  Exhibit                      Number
--------------------------------------------------------------------------------
3.1     ARTICLES OF INCORPORATION                                           17
3.2     BY-LAWS                                                             23
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
FK-00     Audited  Financial  Statements  for the years ended December 31, 2000,
          1999                                                              34
--------------------------------------------------------------------------------

                                       16


                                   SIGNATURES



     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.

                               SAFE ID CORPORATION

                         (formerly INTER.N CORPORATION)

                                       by

Dated:  March  29,  2001



/s/Maurizio Forigo                  /s/Lance Morginn
   Maurizio  Forigo                    Lance  Morginn
   president/director                  secretary/director

                                       17


--------------------------------------------------------------------------------
                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------

                                       18


Articles  of  Incorporation
(PURSUANT  TO  NRS  78)
STATE  OF  NEVADA
SECRETARY  OF  STATE

1.  NAME  OF  CORPORATION:  INTER.N  CORPORATION
2.  RESIDENT  AGENT: (designated resident agent and his STREET ADDRESS in Nevada
where  process  may  be  served)

Name  of  Resident  Agent:  1ST  CLASS  ONLY
Street  Address:      1504  HWY  #395  N.  Ste.  #8-00227 -     Gardnerville, NV
89401-5274

3.  Shares:  (number  of  shares  the  corporation  is  authorized  to  issue)
Number  of  Shares with par value: 25,000,000 Par Value: $0.001 Number of shares
with  par  value:           .
4.  Governing  Board:  shall  be  styled  as  (check  one):  XXX  Directors
                                                           Trustees
     The  FIRST  BOARD OF DIRECTORS shall consist of I members and the names and
addresses  are  as  follows


TERRAL  W.  CHILCOAT.   1504  Hwy  #395  N. Ste. #8-0227- Gardnerville, NV 89401
Name                    Address


5.  PURPOSE(optional  -  see reverse side): The purpose of the Corporation shall
be:

6.  OTHER  MATTERS:  This  form  includes  the minimal statutory requirements to
incorporate  under NRS 78. You may attach additional information pursuant to NRS
78.037  or  any other information you deem appropriate. If any of the additional
information  is  contradictory  to  this  form,  it  cannot be files and will be
returned  to  you  for  correction.  Number  of  pages  attached  (6).

7.  SIGNATURES  OF  INCORPORATORS:  The  names  and  addresses  of  each  of the
incorporators  signing  the  articles:  (Signatures  must  be  notarized.)

TERRALL  W.  CHILCOAT
Name  (print)

1504  HWY  #395  N.  Ste.  #8-00227  Gardnerville,  NV  89410
Address


/s/Terrall  W.  Chilcoat
     Terrall  W.  Chilcoat

     State  Nevada  County  of   Carson
     This  instrument  was  acknowledged  before  me  on
     June  20th  1996,  by

    Terrall  W.  Chilcoat
       Name  of  Person

     As  incorporator
     Of   INTER.N  CORPORATION     .

                                       19


                            Articles of Incorporation
                                       Of
                               INTER.N CORPORATION

KNOW  ALL  MEN  BY  THESE  PRESENTS:

That  I,  TERRALL  W.  CHILCOAT,  the incorporator, do hereby form a corporation
under  the  laws  of  the  State of Nevada relating to general corporation. I do
hereby  certify:

FIRST:  That  the  name  of  the  Corporation  is:  INTER.N  CORPORATION

SECOND:  That  the principal office of this Corporation is to be located at 1504
Highway  #395  N. Suite #8-00227, Gardnerville, Douglas County, Nevada, although
the  Corporation  may  maintain an office or offices in places, towns and cities
within  or  without the State of Nevada as the Board of Directors may, from time
to  time,  determine or as may be designated by the By-Laws of this Corporation.

THIRD:  The  objects for which this Corporation is formed are:  To engage in any
lawful  activity,  except  banking,  insurance,  gaming  and  engineering unless
approved  by  the  appropriate licensing bodies of the State of Nevada, although
including  but  not  limited  to  the  following;

(a)  Shall  have  all  rights,  privileges  and  powers as may be conferred upon
corporation  by  any  existing  law,  and may at any time exercise those rights,
privileges  and  powers, when not inconsistent with the purposes and objects for
which this Corporation is formed. It is the intention that the objects, purposes
and  powers  specified herein shall be nowise limited or restricted by reference
to or inference from the terms of any other clause or paragraph in this Articles
of Incorporation, but that the objects, purposes and powers specified in each of
the  clauses  or  paragraphs  of  this charter shall be regarded was independent
objects,  purposes  and  powers.

(b) Shall have the power to have succession by its corporate name for the period
limited  in  its  Articles  of  Incorporation,  and when no period is limited or
specified,  to exist in perpetuity, or until it dissolves itself or is dissolved
and  its  affairs  wound  up  according  to  law.

(c)  Shall  have  the  power  to  sue and be sued in any court of law or equity.

(d)  Shall  have  the power to make legal and binding contracts with whomever it
wishes  as  directed  by  the  Board  of  Directors.

(e)  Shall  have the power to hold, purchase and convey real and personal estate
and  to  mortgage  or  lease  said real and personal estate with its franchises,
including  the  power  to  take  the  same  by devise or bequest in the State of
Nevada,  or  in  any  other  state,  territory  or  country.

(f)  Shall  have  the power to appoint all officers and agents as the affairs of
this  Corporation  shall  require,  and  to  allow them suitable compensation as
established  in  the  By-Laws.

(g)  Shall have the power to make By-Laws not inconsistent with the constitution
or  laws  of  the  United  States,  or  the  State of Nevada, for the management
regulation  and  government  of  its  affairs  and property, the transfer of its
stock, the transaction of its business, and property, the transfer of its stock,
the  transaction of its business, and the calling and holding of meetings of its
stockholders.

(h)  Shall  have the power to adopt and use a common seal or stamp and alter the
same  at  its  pleasure.  The  use of a seal or stamp by this Corporation on any
corporate documents is not necessary or required. The Corporation may use a seal
or stamp, if it desires, although said use or nonuse shall not in any way affect
the  legality  of  its  documents.

(i)  Shall  have the power to borrow money and contract debts when necessary for
the  transaction  of  its business, or for the exercise of its corporate rights,
privileges  or  franchises, to issue bonds, promissory notes, bills of exchange,
debentures,  and  other  obligations and evidences of indebtedness, payable upon
the  happening  of  a  specified  event  or events, whether secured by mortgage,
pledge  or  otherwise,  or  unsecured,  for  money  borrowed,  or in payment for
property  purchased,  or  acquired, or for any other lawful object or purpose of
its  incorporation.

(j)  Shall  have the power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock, or any
bonds,  securities  or  evidences  of  the  indebtedness  created  by  any other

                                       20


corporation  or  corporations  of  the  State  of  Nevada, or any other state or
government,  and  in  further,  while owners of said stock, bonds, securities or
evidences  of indebtedness, to exercise all the rights, powers and privileges of
ownership,  including  the  right  to  vote,  if  any  voting  privileges exist.

(k)  Shall  have  the  power  an  use  thereof, of its capital, capital surplus,
surplus,  or  other  property or fund to further the objects of this Corporation
and  to purchase, hold, sell and transfer shares of its own capital stock, known
as  "treasury  shares",  either  directly or indirectly, by the Corporation or a
wholly  owned  subsidiary of the Corporation, so long as aforementioned purchase
does  not  impair the corporate capital to the detriment of the stockholders and
creditors  if any creditors exist, except that shares of its own stock belonging
to  the  Corporation must not be voted upon, directly or indirectly, nor counted
as  outstanding  shares  for any purpose, to compute any stockholders' quorum or
vote, nor participate in distributions or as assets for the purpose of computing
the amount available for distributions, or the purchase of shares issued by this
Corporation.  Unless  the  Articles of incorporation provide otherwise, treasury
shares  may  be  retired  and restored to the status of authorized and un-issued
shares  without an amendment to the Articles of Incorporation or may be disposed
of  for  any  consideration  as  the  Board  of  Directors  may  determine.

(l)  Shall have the power to conduct business, have one or more offices for said
purposes,  and hold, purchase, mortgage and convey real and personal property in
the  State  of Nevada, an in any of the several states, territories, possessions
and dependencies of the United States, the District of Columbia, and any foreign
countries  allowed  by  law.

(m)  Shall  have  the power to do all and everything necessary an proper for the
accomplishment  of the objects enumerated thereof, or necessary or incidental to
the  protection and benefit of the Corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of this
Corporation,  or  any  amendment  thereof.

(n)  Shall  have the power to make donations for the public good and welfare, or
for  charitable, scientific advancement or educational purposes and to use these
donations  for  taxable  deductions.

(o)  Shall  have  the  power  to enter into partnerships, limited or general, or
joint  ventures,  in  connection  with  any  lawful  activities.

(p)  Shall  be  recognized as a legal entity beyond the limits of this state and
that,  subject  to  any  reasonable requirement of registration, any business or
activities transacted outside this state be granted protection of full faith and
credit  under  Section 1 of Article IV of the Constitution of the United States.

FOURTH:  No  stockholder shall be entitled as a matter of right to subscribe for
or  receive  additional shares of any class of stock of this Corporation, or any
bonds,  debentures  or  securities  convertible  into stock, although any stated
additional  shares  of  stock  or other securities convertible into stock may be
issued  or  disposed  of by the Board of Directors to those persons and on those
terms  as  in  its  discretion it shall deem advisable. That the total number of
common  stock  authorized  that may be issued by this Corporation is TWENTY FIVE
MILLION (25,000,000) shares of stock with a nominal or par value of ONE TENTH OF
ONE  CENT  ($00.001)  per  share  of stock, and no other class of stock shall be
authorized  without  amendment  to the Articles of Incorporation by the Board of
Directors.  Said  shares of stock may be issued by the Corporation, from time to
time,  for  any stated considerations as may be fixed by the Board of Directors.

FIFTH:  The  capital  stock,  after the amount of the subscription price, or par
value,  has been paid in, shall not be subject to assessment to pay the debts of
the  Corporation  and  shall  have full entitlement to receive the net assets of
this  Corporation  upon  dissolution.

SIXTH:  The  governing board of this Corporation shall be known as directors and
the number of directors may, from time to time, be increased or decreased in any
stated manner as shall be provided by the By-Laws of this Corporation, providing
that  the number of directors shall not be reduced to less one (1). The Board of
Directors  shall  have  full control over the affairs of the Corporation subject
only to any and all limitations as may be provided by statute. The name and post
office  address  of the first members of the Board of Directors, until the first
annual  meeting  of  stockholders  or  until  their  successors  are elected and
qualify,  shall  be  ONE(1)  in  number  and  listed  as  follows:

                                       21


NAME:                    POST  OFFICE  ADDRESS
TERRALL  W.  CHILCOAT     1504  Highway  #395  N.  #8-00227
                          Gardnerville,  Nevada  89401-5274

SEVENTH:  The  powers  of  the  incorporator are to terminate upon filing of the
Articles  of Incorporation. The name and post office address of the incorporator
signing  the  Articles  of  Incorporation  is  as  follows:


NAME:                    POST  OFFICE  ADDRESS
TERRALL  W.  CHILCOAT     1504  Highway  #395  N.  #8-00227
                    Gardnerville,  Nevada  89401-5274

EIGHTH:  The  resident  agent  for  this  Corporation  shall  be;

1ST  CLASS  ONLY

     The  address of said agent, and, the principle or statutory address of this
Corporation  in  the  State  of  Nevada  is;

                    1504  Highway  #395  N.  #8-00227
                    Gardnerville,  Nevada  89401-5274

NINTH:  The  Corporation  is  to  have  perpetual  existence.

TENTH:  In furtherance and not in limitation of the powers conferred by stature,
the  Board  of  Directors  is  expressly  authorized:

(a)  Subject  to  the By-Laws, if any, have been adopted by the stockholders, to
make,  alter  or  amend  the  By-Laws  of  this  Corporation.

(b)  To  fix  the  amount  to  be  reserved as working capital over an above its
capital  stock  paid  in;  to  authorize and cause to be executed, mortgages and
liens  upon  the  real  and  personal  property  of  this  Corporation.

(c)  By  resolution  passed  by  majority  of  the  whole Board of Directors, to
designate one (1) or more committee member who are natural persons, although not
directors,  and must be approved by the Board of Directors, which, to the extent
provided  in  the  resolution, or in the By-Laws or this Corporation, shall have
and  may  exercise the powers of the Board of Directors in the management of the
business  and  affairs  of  the  Corporation.  The  aforementioned committee, or
committees,  shall  have  any  and  all  names, or name, as may be stated in the
By-Laws  of  this  Corporation,  or  as may be determined, from time to time, by
resolution  adopted  by  the  Board  of  Directors.

(d)  When  and as authorized by the affirmative vote of the stockholders holding
stock  entitling  them to exercise at least a majority of the voting power given
at a stockholders meeting called for that purpose, or when authorized by written
consent  of  the  holders of at any so stated meeting to sell, lease or exchange
all,  or any part, of the property and assets of this Corporation, including its
good will and its corporate franchises, upon any and all terms and conditions as
its  Board  of  Directors  deems  expedient  and  for  the best interests of the
Corporation.

ELEVENTH:  No Director or Officer of this Corporation shall be personally liable
to  this  Corporation  or  any  of  its  stockholders  for damages for breach of
fiduciary  duty  as  a  Director or Officer involving any act of omission of any
said  Director or Officer; provided, however, that the foregoing provision shall
not  eliminate or limit the liability of said Director or Officer (I)for acts or
omission which involve intentional misconduct, fraud or knowing violation of the
law,  or  (II)the  payment  of  dividends  in violation of Section 78.300 of the
Nevada  Revised  Statutes.  Any  repeal  or  modification of this Article by the
stockholders  of  the  Corporation  shall  be  prospective  only,  and shall not
adversely  affect  any  limitation  of the personal liability of any Director or
Officer  of  this Corporation for acts or omissions prior to aforesaid repeal or
modification.

TWELFTH: This Corporation, upon any and all terms and conditions as its Board of
Directors deems expedient and for the best interest of the Corporation, reserves
the  right  to  amend,  alter,  change  or  repeal, in any manner, any provision
contained  in  the  Articles  or  Incorporation,  in the manner now or hereafter
prescribed  by  statute,  and  all rights conferred upon stockholders herein are
granted  subject  to  this  reservation.

                                       22


--------------------------------------------------------------------------------
                                   EXHIBIT 3.2

                                      BY-LAWS
--------------------------------------------------------------------------------

                                       23


                          BYLAWS OF Inter.N Corporation
                                    ARTICLE I
                                     OFFICES

1.1.     Registered  Office  and Agent.  The principal office and resident agent
of  Inter.N Corporation, (the "Corporation") in Nevada shall be as designated by
the  Board  of  Directors  from  time  to  time.

1.2.     Other  Offices.  The  Corporation may establish and maintain such other
offices  at  such  other-places of business both within and without the State of
Nevada  as  the  Board  of  Directors  may  from  time  to  time  determine.

                                   ARTICLE II
STOCKHOLDERS

2.1.     Annual  Meetings.  The  annual  stockholders'  meeting  for  electing
Directors  and  transacting  other business shall be held at such time and place
within  or  without  the  State  of  Nevada as may be designated by the Board of
Directors  in  a Resolution and set forth in the notice of the meeting.  Failure
to hold any annual stockholders' meeting at the designated time shall not work a
forfeiture  or  dissolution  of  the  Corporation.

2.2.     Special  Meetings.  Special  meetings of the stockholders may be called
by the Board of Directors or by the Chairman of the Board, if one be elected, or
by  the  President,  and  shall  be  called by the President or Secretary at the
request  in writing of stockholders owning not less a majority of all the shares
entitled  to vote at the proposed meeting.  Such request shall state the purpose
or purposes of the proposed meeting.  Business transacted at any special meeting
of  stockholders  shall be limited to the purposes stated in the notice thereof.

2.3.     Place  of  Meeting.  All  stockholders'  meetings shall be held at such
place, within or without the State of Nevada as shall be fixed from time to time
by  resolution  of  the  Board  of  Directors.

2.4.     Notice  of  Meetings.  Written or printed notice stating the place, day
and  hour  of  the  meeting  and,  in  case of a special meeting- the purpose or
purposes  for  which the meeting is called, shall be delivered not less than ten
or  more than fifty days before the date of the meeting, either personally or by
mail,  by  or at the direction of the President, the Secretary or the officer or
persons  calling the meeting, to each stockholder -of record entitled to vote at
such meeting, except that if the authorized shares are to be increased, at least
thirty days notice shall be given.  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.

2.5.     Waiver  of  Notice.  Whenever any notice is required to be given to any
stockholder  of  the  Corporation  under  the  provisions  of any statute or the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the  person  or persons entitled to such notice, whether before, at or after the
time  stated  therein,  shall  be  equivalent  to  the  giving  of  such notice.
Attendance  of a stockholder at a meeting shall constitute a waiver of notice of
such  meeting,  except  when  such stockholder attends a meeting for the express
purpose  of  objecting,  at the beginning of the meeting, to the trans-action of
any  business  because  the  meeting  is  not  lawfully  called  or  convened.

2.6.  Organization.  Meetings  of the stockholders shall be presided over by the
Chairman  of  the Board, or if he is not present or one has not been elected, by
the  President,  or  if  nether  the  Chairman of the Board nor the President is
present, by a temporary chairman to be chosen by a majority of the stock-holders
entitled  to  vote  who  are  present in person or by proxy at the meeting.  The
Secretary  of  the Corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, or if neither the Secretary nor any Assistant
Secretary is present, by a temporary secretary to be chosen by a majority of the
stockholders  entitled  to  vote  who  are  present in person or by proxy at the
meeting.

2.7.     Voting.  Except  as  otherwise specifically provided by the Articles of
Incorporation  or  by  these Bylaws or by statute, all matters coming before any
meeting  of stockholders shall be decided by a vote of the majority of the votes
cast.  The  vote  upon any question shall be by ballot whenever requested by any
person  entitled  to  vote,  but,  unless  such a request is made, voting may be
conducted  in  any  way  approved  at  the  meeting.

                                       24


2.8.     Stockholders  Entitled  to  Vote.  Each  stockholder of the Corporation
shall  be  entitled to vote, in person or by proxy, each share of stock standing
in  his  name  on  the  books  of  the  Corporation  on the record date fixed or
determined  pursuant  to  Section  6.06  hereof.

2.9.     Proxies.  The right to vote by proxy shall exist only if the instrument
authorizing  such  proxy  to  act  shall  have  been  executed in writing by the
stockholder  himself or by his attorney-in-fact duly authorized in writing. Such
proxy shall be filed with the Secretary of the Corporation before or at the time
of  the  meeting.  No  proxy shall be valid after eleven months from the date of
its  execution,  unless  otherwise  provided  in  the  proxy.

2.10.  Quorum.  The  presence  at  any  stockholders'  meeting,  in person or by
proxy,  of  the  record holders of shares aggregating at least fifty one percent
(51%)  the  number of shares entitled to vote at the meeting as indicated in the
Articles  of  Incorporation  shall  be  necessary and sufficient to constitute a
quorum  for  the  transaction  of  business.  The  stockholders  present  at the
stockholders  meeting,  for  which  a  quorum  exists,  may continue to transact
business  until  adjournment,  notwithstanding  the  withdrawal  of  enough
stockholders  to  leave  less  than  a  quorum.

2.11.  Absence  of  Quorum.  In  the  absence  of  a quorum at any stockholders'
meeting,  a  majority  of  the  total  number  of shares entitled to vote at the
meeting and present there at, in person or by proxy, may adjourn the meeting for
a  period  not  to  exceed sixty days at any one adjournment.  Any business that
might have been transacted at the meeting originally called may be transacted at
any  such  adjourned  meetings  at  which  a  quorum  is  present.

2.12.  List  of  Stockholders.  The  officer or agent having charge of the stock
transfer  books  for  shares  of  the  Corporation shall make, at least ten days
before each meeting of stockholders, a complete current list of the stockholders
entitled  to  vote  at  such  meeting  or  any  adjournment thereof, arranged in
alphabetical  order,  with the address of and the number of shares held by each,
which  list,  for  a  period of ten days prior to such meeting, shall be kept on
file  at  the principal office of the Corporation, whether within or without the
State  of  Nevada,  and  shall  be  subject to the inspection of any stockholder
during  the  whole time of the meeting.  The original stock transfer books shall
be  prima facie evidence as to who are the stockholders entitled to examine such
list  or  transfer  books  or to vote at any meeting of stockholders. Failure to
comply  with the requirements of this Section 2.12 shall not affect the validity
of  any  action  taken  at  such  meeting  of  stockholders.

2.13.  Action  by  Stockholders  Without  a  Meeting.  Any action required to be
taken  at  a  meeting of the stockholders of the Corporation or any action which
may  be  taken at such a meeting, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
stock-holders  entitled  to  vote  with  respect  to the subject matter thereof,
except  that  if  a  different  proportion  of voting power is required for such
action at a meeting, then that proportion of written consents is required.  Such
consents  shall  have  the  same  force  and  effect  as a vote in person of the
stockholders  of  the Corporation A consent shall be sufficient for this Section
2.13 if it is executed in counterparts, in which event all of such counterparts,
when  taken  together,  shall  constitute  one  and  the  same  consent.

                                   ARTICLE III

BOARD  OF  DIRECTORS

3.1.     Number  and  Term of Office.  The Board of Directors of the Corporation
shall  consist  of  not  less than one nor more than thirteen (13) Directors, as
determined  by  the  Board  of  Directors  of  the  Corporation.  Each  Director
(whenever elected) shall hold office until his successor shall have been elected
and  qualified  unless  he shall resign or his office shall become vacant by his
death  or  removal.  Directors  need  not be residents of the State of Nevada or
stockholders  of  the  Corporation.

3.2.     Election  of  Directors.  Except as otherwise provided in Sections 3.03
and  3.04  hereof  and  except  as  otherwise  provided  in  the  Articles  of
Incorporation,  the  Directors  shall  be  elected  annually  at  the  annual
stockholders'  meeting  for  the  election of Directors.  The persons elected as
Directors  shall  be  those  nominees, equal to the number then constituting the
Board  of  Directors,  who shall receive the largest number of affirmative votes
validly  cast  at  such  election  by  the  holders  of  shares entitled to vote
therefor.  Failure  to  annually re-elect Directors of the Corporation shall not
affect  the  validity of any action taken by a Director who shall have been duly
elected  and  qualified  and  who  shall  not,  at the time of such action, have
resigned,  died,  or
been  removed  from  his  position  as  a  Director  of  the  Corporation.

                                       25


3.3.     Removal  of Directors.  At a meeting called expressly for that purpose,
the  entire  Board  of  Directors  or  any lesser number may be removed, with or
without  cause,  by  a  vote  of  the holders of the majority of the shares then
entitled  to  vote  at  an  election  of  Directors.

3.4.     Vacancies  and  Newly  Created Directorships.  Any vacancy occurring in
the  Board  of  Directors may be filled by the affirmative vote of a majority of
the  remaining  Directors though less than a quorum of the Board of Directors. A
Director  elected  to  fill a vacancy shall be elected for the unexpired term of
his  predecessor  in  office and until his successor shall have been elected and
qualified.  Any number of Directors shall be filled by the affirmative vote of a
majority  of the Directors then in office or by an election at an annual meeting
of  a  special  meeting of the stockholders called for that purpose.  A Director
chosen  to fill a position resulting from an increase in the number of directors
shall hold such position until the next annual meeting of stockholders and until
his  successor  shall  have  been  elected  and  qualified.

3.5.     Resignations.  Any  Director  may  resign  at  any  time  by mailing or
delivering  or  by  transmitting  by  telegram  or  cable  written notice of his
resignation  to  the  Board of Directors of the Corporation at the Corporation's
principal  office  or  its  registered  office  in the State of Nevada or to the
President,  the  Secretary, or any Assistant Secretary of the- Corporation.  Any
such  resignation  shall take effect at the time specified therein or if no time
be  specified,  then  at  the  time  of  receipt  thereof.

3.6.     General  Powers.  The  business  of the Corporation shall be managed by
the  Board  of  Directors, which may exercise all such powers of the Corporation
and  do  all  such  lawful  acts  and  things  that are not by statute or by the
Articles  of  Incorporation  or  by  these  Bylaws  directed  or  required to be
exercised  or  done  by  the  stockholders.

3.7.     Annual  Meetings.  The  annual  meeting  of  the Board of Directors for
electing officers and transacting other business shall be held immediately after
the  annual stockholders' meeting at the place of such meeting.  Failure to hold
any  annual  meeting  of  the  Board  of  Directors  of  the  Corporation at the
designated  time shall, not work a forfeiture or dissolution of the Corporation.

3.8.     Regular Meetings.  The Board of Directors from time to time may provide
by  resolution for the holding of regular meetings and fix the time and place of
such  meetings.  Regular  meetings  may  be  held within or without the State of
Nevada.  Notice  of  regular meetings need not be given, provided that notice of
any  change in the time or place of such meetings shall be sent promptly to each
Director  not  present  at  the  meeting  at  which  such  change  was  made.

3.9.     Special  Meetings.  Special  meetings  of the Board of Directors may be
called  by  the Chairman of the Board, if one be elected, or by the President on
two  days  notice  to  each  Director  specifying  the time and place (within or
without  the  State  of  Nevada)  of  the  meeting,  and  shall be called by the
President  or Secretary in like manner and on like notice on the written request
of  two  or  more  Directors.

3.10.  Notice.  All  notices  to  a  Director  required by Sections 3.07 or 3.09
hereof shall be addressed to him at his residence or usual place of business and
may  be  given  by mail, telegram, radiogram, cable or by personal delivery.  No
notice  need  be  given  of  any  adjourned  meeting.

3.11.  Waiver  of  Notice.  Whenever  any  notice is required to be given to any
Director  of  the  Corporation  under the provisions of any statute or under the
provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before,
at  or  after the time stated therein, shall be equivalent to the giving of such
notice.  Attendance  of  a Director at a meeting of the Board of Directors shall
constitute  a  waiver of notice of such meeting, except where a Director attends
such  a  meeting  for the express purpose of objecting to the transaction of any
business  because  the  meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of  the Board of Directors need be specified in the notice or waiver of
notice  of  such  meeting.

3.12.  Quorum.  At  all  meetings  of  the  Board of Directors a majority of the
whole  Board  of  Directors  shall  constitute  a  quorum for the transaction of
business  and, except as may be otherwise specifically provided by statute or by
the  Articles  of  Incorporation  or  these Bylaws, the act of a majority of the
Directors  present at any meeting at which there is a quorum shall be the act of
the  Board of Directors.  In the absence of a quorum the Directors present there
may adjourn the meeting from time to time without notice other than announcement
at  the  meeting,  until  a  quorum  be  present.

                                       26


3.13.  Action by Directors or Committee Without Meeting.  Any action required to
be  taken  at  a  meeting  of  the Directors of the Corporation or any committee
thereof or any action which may be taken at such a meeting, may be taken without
a  meeting  if a consent in writing, setting forth the action so taken, shall be
signed  by all of the Directors or members of the committee, as the case may be,
entitled to vote with respect to the subject matter thereof.  Such consent shall
have  the same force and effect as a unanimous vote of the Board of Directors or
of  the  committee,  as the case may be, of the Corporation.  A consent shall be
sufficient  for  this  Section 3.13 if it is executed in counter-parts, in which
event  all  of  such counterparts, when taken together, shall constitute one and
the  same  consent.

3.14.  Telephone/Electronic Meetings.  Any Director or any member of a committee
may  participate  in  a meeting of the Board of Directors or a committee, as the
case  may be, by means of a conference telephone, e-mail or other communications
equipment  by  means  of  which  all  persons  participating in such meeting can
communicate  with  each other on a real-time basis, and such participation shall
constitute  the  presence  of  such  person  at  such  meeting.

3.15.  Compensation.  By  resolution of the Board of Directors, any Director may
be paid any one or more of the following: his expenses, if any, of attendance at
meetings;  a  fixed  sum  for  attendance  at  meetings;  or  a stated salary as
Director.  Nothing  herein contained shall be construed to preclude any Director
from  serving  the Corporation in any capacity as an officer, employee, agent or
otherwise,  and  receiving  compensation  therefor.


3.16.  Reliance  on  Accounts  and Reports, etc.  A Director, or a member of any
committee  designated  by  the  Board  of  Directors,  in the performance of his
duties,  shall  be  fully  protected  in relying in good faith upon the books of
account  or  reports  ma.de  to the Corporation by any of its officers, or by an
independent  certified  public  accountant,  or  by  an  appraiser selected with
reasonable  care  by  the  Board  of  Directors  or by any such committee, or in
relying  in  good  faith  upon  other  records  of  the  Corporation.

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

                                   ARTICLE IV
COMMITTEES

4.1.     How  Constituted.  By  resolution  adopted  by  a majority of the whole
Board of Directors, the Board may designate one or more committees, including an
Executive  Committee,  each  consisting  of  two or more Directors. The Board of
Directors  may  designate one or more Directors as alternate members of any such
committee,  who  may replace any absent or disqualified member at any meeting of
such committee. Any such committee, to the extent provided in the resolution and
except as may otherwise be provided by statute,, shall have and may exercise the
powers  of the Board of Directors. in the management of the business and affairs
of  the  Corporation and may authorize the seal of the Corporation to be affixed
to  all papers which  may require it;  but the designation of such committee and
the  delegation thereto of the authority shall not operate to  relieve the Board
of  Directors,  or  any member thereof, of any responsibility imposed upon it or
him  by  law.  In  the  absence  or  disqualification  of any member of any such
committee,  the  member  or  members  thereof  present  at  any  meeting and not
disqualified  from  voting,  whether  or not he or they constitute a quorum, may
unanimously  appoint  another  member  of  the  Board of Directors to act at the
meeting  in  the  place  of  any  such  absent  or  disqualified  member.

4.2.     Proceedings,  Quorum  and  Manner  of  Acting.  Except  as  otherwise
prescribed  by  the  Board of Directors, each committee may adopt such rules and
regulations  governing its proceedings, quorum, and manner of acting as it shall
deem  proper  and desirable, provided that the quorum shall not be less than two
members.

                                       27


                                    ARTICLE V

OFFICERS  AND  AGENTS

5.1.     Officers.  The  officers  of  the  Corporation  shall  consist  of  a
President,  one  or  more  Vice-Presidents, a Secretary and a Treasurer, each of
whom  shall  be  elected  by the Board of Directors.  The Board of Directors may
elect  and  appoint a Chairman of the Board and may elect and appoint such other
officers,  assistant  officers,  and  agents  as may be deemed necessary and may
delegate  to  one  or  more  officers  or agents the power to appoint such other
officers,  assistant  officers  and  agents  and  to  prescribe their respective
rights,  terms  of  office, authorities and duties. The same person may hold any
two  or  more offices of the Corporation. An officer of the Corporation need not
be  a  Director  of  the  Corporation  nor  a  resident  of the State of Nevada.

5.2.     Term  of  Office.  Except  as  provided in Sections 5.03, 5.04 and 5.05
hereof, each officer appointed by the Board of Directors shall hold office until
his  successor  shall  have  been  appointed  and  qualified.

5.3.     Resignation.  Any officer or agent of the Corporation may resign at any
time  by  mailing  or delivering or by transmitting by telegram or cable written
notice  of  his  resignation to the Board of Directors of the Corporation at the
Corporation's  principal  office or its registered office in the State of Nevada
or  to  the  President,  the  Secretary  or  any  Assistant  Secretary  of  the
Corporation.  Any  such  resignation  shall  take  effect  at the time specified
therein  or  if  no  time  be  specified,  then  at the time of receipt thereof.

5.4.     Removal.  Any  officer  or  agent  may  be  removed  by  the  Board  of
Directors,  or by the Executive Committee, if any, either with or without cause,
whenever  in  its judgment, the best interests of the Corporation will be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any,  of  the person so removed.  Election or appointment of an officer or agent
shall  not  of  itself  create contract rights.  In addition, any other officer,
assistant  officer  or  agent  appointed  in  accordance  with  the  delegation
provisions  of Section 5.01 hereof may be removed, either with or without cause,
by  any such officer or agent upon whom such power of delegation shall have been
conferred  by  the  Board  of  Directors.

5.5.     Vacancies and Newly Created Offices.  If any vacancy shall occur in any
office  by  reason  of  death,  resignation,  removal, disqualification or other
cause,  or  if  any new office shall be created, such vacancies or newly created
offices  may  be  filled  by  the  Board  of Directors at any regular or special
meeting  or may be filled by any officer or agent to whom the power is delegated
in  accordance  with  the  delegation  provisions  of  Section  5.01  hereof.

5.6.     President.  The  President  shall be the chief operating officer of the
Corporation  and  shall, in the absence of the Chairman of the Board, preside at
all  stockholders'  meetings  and  at  all  meetings  of the Board of Directors.
Subject  to  the  supervision-of  the  Board of Directors and such direction and
control as the Chairman of the Board, if one be elected, may exercise on matters
of  general  policy,  he  shall  have  general  supervision  over  its operating
officers,  employees  and  agents.  He shall sign (unless a Vice President shall
have  signed)  certificates representing the stock of the Corporation authorized
for issuance by the Board of Directors, and except as the Board of Directors may
otherwise  order,  he  may sign in the name and on behalf of the Corporation all
deeds,  bonds,  contracts or agreements. He shall exercise such other powers and
perform  such  other  duties  as from time to time may be assigned to him by the
Board  of  Directors.

5.7.     Executive  Vice-President  and  Vice-Presidents.  The  Executive  Vice
President,  if  one  be  elected,  and  any  Vice-Presidents,  if one or more be
elected,  shall  have  such powers and perform such duties as may be assigned to
them by the Board of Directors or by the President.  At the request of or in the
absence  or  disability  of  the President, the Executive Vice-President (or the
Vice-President,  if  there is no duly appointed Executive Vice-President, and if
there  are  two  or more Vice-Presidents, then the senior of the Vice Presidents
present  are  able to act) may perform all the duties of the President and, when
so  acting, shall have the powers of and be subject to all the restrictions upon
the  President.  The  Executive  Vice-President  or  any Vice-President may sign
(unless  the President or another Vice-President shall have signed) certificates
representing  stock  of  the Corporation authorized for issuance by the Board of
Directors.

5.8.     Treasurer  and  Assistant Treasurers.  The Treasurer shall have general
charge of, and general responsibility for, all funds, securities and receipts of
the Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation,  all  moneys  or  other  valuable  effects  in  such  banks,  trust
companies,  or  other depositories as shall from time to time be designed by the

                                       28


Board of Directors.  He shall have all powers and perform all duties incident to
the  office of a treasurer of a corporation and as are provided for him in these
Bylaws,  and  shall  exercise such other powers and perform such other duties as
may  be  assigned to him by the Board of Directors.  Any Assistant Treasurer may
perform  such duties of the Treasurer as the Treasurer or the Board of Directors
may  assign,  and,  in the absence of the Treasurer, any Assistant Treasurer may
perform  all  the  duties  of  the  Treasurer.

5.9.     Secretary and Assistant Secretaries.  The Secretary shall attend to the
giving  and  serving  of  all notice of the Corporation and shall record all the
proceedings of all meetings of the stockholders and of the Board of Directors in
a  book  to be kept for that purpose.  He shall keep in safe custody the seal of
the  Corporation,  and  shall  have  charge  of  the records of the Corporation,
including  the stock books and such other books, reports, certificates and other
documents required by law to be kept, all of which shall at all reasonable times
be  open  to  inspection  by  any  Director.  He shall sign (unless an Assistant
Secretary  shall have signed) certificates representing stock of the Corporation
authorized for issuance by the Board of Directors.  He shall perform such duties
as  pertain  to  his office or as may be required by the Board of Directors. Any
Assistant Secretary may perform such duties of the Secretary as the Secretary or
the  Board  of  Directors  may  assign,  and,  in  the absence of the Secretary,
Assistant  Secretary  may  per  form  all  the  duties  of  the  Secretary.

5.10.  Controller.  The  Comptroller,  if  one  be  elected,  shall have general
charge and supervision of financial reports.  He shall maintain adequate records
of  all  assets,  liabilities and transactions of the Corporation and shall keep
the  books  and  accounts and cause adequate audits thereof to be made regularly
and  shall  exercise  a  general  check  upon  the disbursements of funds of the
Corporation.  In  general, he shall perform all duties incident to the office of
a comptroller of a corporation, and shall exercise such other powers and perform
such  other  duties  as  may  be  assigned  to  him  by  the Board of Directors.

5.11.  Remuneration.  The  salaries or other compensation of the officers of the
Corporation shall be determined by the Board of Directors, except that the Board
of Directors may by resolution delegate to any officer or agent the power to fix
salaries  or other compensation of any other officer, assistant officer or agent
appointed  in  accordance with the delegation provisions of Section 5.01 hereof.

5.12.  Surety Bonds.  The Board of Directors may require any officer or agent of
the  Corporation  to execute a bond to the Corporation in such sum and with such
surety or sureties as the Board of Directors may determine, conditioned upon the
faithful  performance of his duties to the Corporation, including responsibility
for  negligence  and  for  the  accounting of any of the Corporation's property,
funds  or  securities  that  may  come  into  his  hands.

                                   ARTICLE VI

CAPITAL  STOCK

6.1.     Signatures.  The  shares  of  the  Corporation's capital stock shall be
represented  by certificates signed by the President or a Vice-President and the
Secretary  or  an Assistant Secretary of the Corporation; any may be sealed with
the  seal  of  the  Corporation,  or a facsimile thereof.  The signatures of the
President  or  a  Vice-President  and of the Secretary or an Assistant Secretary
upon  certificates  may  be  facsimiles if the certificate if countersigned by a
transfer  agent, or registered by a registrar, other than the Corporation itself
or  an employee of the Corporation.  In case any officer who has signed or whose
facsimile  signature  has been placed upon such certificate shall have ceased to
be  such  officer  before  such  certificate  is issued, it may be issued by the
Corporation  with  the same effect as if he were such officer at the date of its
issue.

6.2.     Certificates.  Each  certificate representing shares Of the Corporation
shall  state upon the face thereof.  (a) that the Corporation is organized under
the  laws  of  the  State  of  Nevada  (b)  the  name of the person to whom such
certificate is issue; (c) the number and class of, shares which such certificate
represents; and (d) the par value of each share represented by such certificate,
or  a  statement  that the shares are without par value.  Each certificate shall
also  set  forth conspicuously on the face or back hereof such restrictions upon
transfer,  or a reference thereto, as shall be adopted by the Board of Directors
and stockholders. No certificate shall be issued for any shares until such share
is  fully  paid.

6.3.     Classes  of  Stock. If the Corporation is or shall become authorized to
issue  shares  of  more  than  one class, then, in addition to the provisions of
Section  6.02  hereof,  every  certificate  representing  shares  issued  by the
Corporation  shall  also  set forth upon the face or back of the certificate, or
shall  state  that  the Corporation will furnish to any stockholder upon request
and  without  charge,  a  full  statement  of  the  designations,  preferences,
limitations,  and  relative  rights of the shares of each class authorized to be
issued  and,  if  the  Corporation  is  or  shall become authorized to issue any
preferred  or special class-in series, the variations in the relative rights and
preferences  between the shares of each such series so far as the same have been

                                       29


fixed  and  determined  and  the  authority of the Board of Directors to fix and
determine  the  relative  rights  and  preferences  of  subsequent  series.

6.4.     Consideration  for Shares.  Shares having a par value may be issued for
such consideration expressed in dollars, not less than the par value thereof, as
shall  be fixed from time to time by the Board of Directors.  Shares without par
value  may be issued for such consideration expressed in dollars as may be fixed
from  time  to  time  by the Board of Directors.  The Corporation may dispose of
treasury shares for such consideration expressed in dollars as may be fixed from
time  to  time by the Board of Directors.  The consideration for the issuance of
shares  may  be paid, in whole or in part, in money, in other property, tangible
or  intangible, or in labor or services actually perform ed for the Corporation.
Neither  promissory  notes  nor future services shall constitute payment or part
payment  for  shares  of  the  Corporation.

6.5.     Transfer  of  Capital  Stock.  Transfers  of  shares  of  stock  of the
Corporation  shall be made on the books of the Corporation upon surrender of the
certificate  or  certificates,  properly  endorsed  or  accompanies  by  proper
instruments  of  transfer, representing such shares, subject to the terms of any
agreements  among  the  Corporation  and  shareholders.

6.6.     Registered  Stockholders.  Prior to due presentment for registration of
transfer  of shares of stock, the Corporation may treat the person registered on
its  books  as  the absolute owner of such shares of stock for all purposes, and
accordingly  shall not be bound to recognize any legal, equitable or other claim
or  interest  in  such shares on the part of any other person, whether or not it
shall  have  the  express or other notice thereof, except as otherwise expressly
provided  by  statute;  provided,  however, that whenever any transfer of shares
shall be made for collateral security and not absolute, it shall be so expressed
in  the  entry  of  the  transfer if, when the certificates are presented to the
Corporation  for  transfer,  both  the transferor and the transferee request the
Corporation  to  do  so.

6.7.     Transfer  Agents and Registrars.  The Board of Directors may, from time
to time, appoint or remove one or more transfer agents or one or more registrars
of  transfers of shares of stock of the Corporation, and it may appoint the same
person  as  both  transfer agent and registrar.  Upon any such appointment being
made  all  certificates  representing  shares of capital stock thereafter issued
shall  be countersigned by one of such transfer agents or one of such registrars
of transfers and shall not be valid unless so countersigned.  If the same person
shall  be  both transfer agent and registrar, only one counter signature by such
person  shall  be  required.

6.8.     Fixing  or  Determination  of Record Date.  The Board of Director s may
fix,  in  advance,  a  date  as  a  record  date  for  the  determination of the
stockholders  entitled to notice of, and to vote at, any meeting of stockholders
and  any  adjournment thereof, or entitled to receive payment of any dividend or
any  other  distribution, allotment of rights, or entitled to exercise rights in
respect  of any change, conversion, or exchange of capital stock, or entitled to
give  any  consent  for  any  purpose,  or  in  order to make a determination of
stockholders  for  any other proper purpose; provided, however, that such record
date  shall be a date not more than fifty days nor less than ten days before the
date  of  such  meeting of stockholders or the date of such other action.  If no
record  date  is so fixed, the record date for determining stockholders entitled
to  notice  of  or to vote at any stockholders' meeting shall be at the close of
the business on the date next preceding the day on which notice is given, or, if
notice  is waived, at the close of business on the day next preceding the day on
which  the  meeting  is  held.  The  record  date  for  determining stockholders
entitled  to  express  consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which  the  first written consent is expressed.  The record date for determining
stockholders  for  any  other  purpose  shall, unless otherwise specified by the
Board of Directors, be at the close of business on the day on which the Board of
Directors  adopts  the  resolution  relating  thereto.  A  determination  of
stockholders  of  record  entitled  to  notice  of  or  to  vote at a meeting of
stockholders  shall  apply to any adjournment of such meeting, provided, however
that the Board of Directors may fix a new record date for the adjourned meeting.
Only  such stockholders as shall be stockholders of record on the record date so
fixed shall be entitled to such notice of, and to vote at, such meetings and any
adjournments  thereof  or  to  receive  payment  of  such  dividend,  or  other
distribution,  or  to  receive such consent, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after any such record
date.

6.9.     Lost or Destroyed Certificates.  The Board of Directors may direct that
a new certificate or certificates of stock be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,

                                       30


stolen  or  destroyed, upon the making of an affidavit of the fact by the person
claiming  the certificate or certificates to be lost, stolen or destroyed.  When
authorizing  such  issue  of  a  new  certificate  or certificates, the Board of
Directors  may,  at  its discretion and as a condition precedent to the issuance
thereof,  require  the  owner  of  such lost, stolen or destroyed certificate or
certificates,  or his legal representative, to advertise the same in such manner
as  it  shall  require  and to give the Corporation a bond in such sum as it may
direct  as  indemnity against any claim that may be made against the Corporation
with  respect  to  the  certificate  or  certificates alleged to have been lost,
stolen  or  destroyed.

                                  ARTICLE, VII
FINANCE

7.1.     Checks,  Drafts,  etc.  All  checks, drafts or order for the payment of
money  shall  be  signed  by  one or more of officers or other persons as may be
designated  by  resolution  of  the  Board  of  Directors.

7.2.     Fiscal  Year.  The  fiscal year of the Corporation shall be such as may
from  time  to  time  be  established  by  the  Board  of  Directors.

                                  ARTICLE VIII
INDEMNIFICATION

8.1.     Action,  Suites  or  Proceedings  Other  than by or in the Right of the
Corporation.  The  Corporation  shall indemnify any Directors, Officer, Employee
or  Agent  of  the Corporation who was or is party or is threatened to be made a
party  to  any  threatened,  pending  or completed action, suit, or proceeding.,
whether  civil, criminal, administrative, or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
Director,  Officer, employee or agent of the Corporation or is or was serving at
the  request  of  the  Corporation  as a Director, Officer, employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other enterprise,
against  expenses (including attorneys' fees), judgments, fines and amounts paid
in  settlement  actually  and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and, in the case of conduct
in  his  official  capacity  with  the  Corporation,  in  a manner he reasonably
believed  to be in the best interest of the Corporation, or, in all other cases,
that  his  conduct was at least not opposed to the Corporation's best interests.
In  the case of any criminal proceeding, he must have had no reasonable cause to
believe  his  conduct  was  unlawful.  The  termination  of  any action, suit or
proceeding  by  judgment,  order  settlement,  conviction,  or upon a plea of no
contenders  or  its  equivalent,  shall  not,  or  itself,  determine  that  the
individual  did  not  meet  the standard of conduct set forth in this paragraph.

8.2.     Actions  or  Suits  by  or  in  the  Right  of  the  Corporation.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be  made a party to any threatened, pending or completed action or suit by or in
the  right  of  the Corporation to procure a judgement in its favor by reason of
the  fact  that  he  is  or  was  a  Director, Officer, employee or agent of the
Corporation  or  is  or was serving at the request of the Company as a Director,
Officer,  employee  or  agent of another corporation, partnership joint venture,
trust  or  other enterprise against expenses(including attorney's fees) actually
and  reasonably  incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and, in the case of conduct in his
official capacity with the Corporation, in a manner he reasonably believed to be
in  the  best  interests  of  the  Corporation  and, in all other cases, hat his
conduct  was  at  least  not opposed to the Corporation's best interests; but no
indemnification  shall  be  made  in respect of any claim, issue or matter as to
which such person has been adjudged to be liable for negligence or misconduct in
the  performance  of  this  duty  to  the  Corporation  or where such person was
adjudged  liable  on  the basis that personal benefit was improperly received by
him,  unless  and only to the extent that the court in which such action or suit
was  brought  determines  upon  application  that,  despite  the adjudication of
liability,  but  in  view  of  all the circumstances of the case, such person is
fairly  and  reasonably entitled to indemnification for such expenses which such
court  deems  proper.

8.3.     Indemnification  of  Successful Party.  To the extent- that a Director,
Officer,  employee or agent of the Corporation has been successful on the merits
or  otherwise  (including,  without  limitation, dismissal without prejudice) in
defense  of  any action, suit, or proceeding referred to in this Article VIII or
in  defense  of  any  claim,  issue,  or matter therein, he shall be indemnified
against  all  expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred  by  him  in  connection  therewith.

8.4.     Determination  of  Right to Indemnification.  Any indemnification under
(1) or (2) of this Article VIII (unless ordered by a court) shall be made by the
Corporation  only  as  authorized in the specific case upon a determination that

                                       31


indemnification  of  the  Director,  Officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs  (1) or (2) of this Article VII.  Such determination shall be made by
the  Board  of  Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or, if such a quorum is
not  obtainable  and  a  quorum  of  disinterested  Directors  so  directs,  by
independent  legal  counsel  in  a.  written  opinion,  or  by the shareholders.

8.5.     Advance  of  Costs,  Charges  and Expenses.  Cost, charges and expenses
(including  attorney's  fees)  incurred in defending a civil or criminal action,
suit,  or  proceeding  may  be  paid  by the Corporation in advance of the final
disposition  of  such  action,  suit or proceeding as authorized by the Board of
Directors  as  provided  in paragraph (4) of this Article VIII upon receipt of a
written  affirmation  by  the  Director,  Officer, employee or agent of his good
faith belief that he has met the standard of conduct described in paragraphs (1)
or (2) of this Article VIII, and an undertaking by or on behalf of the Director,
Officer,  employee  or  agent  to  repay  such  amount  unless  it is ultimately
determined  that  he  is  entitled  to  be  indemnified  by  the  Corporation as
authorized  in  this  Article  VIII.  The  majority of the Directors may, in the
manner set forth above, and upon approval of such Director, Officer, employee or
agent  of the Corporation, authorize the Corporation's counsel to represent such
person  in  any  action, suit or proceeding, whether or not the Corporation is a
party  to  such  action,  suit  or  proceeding.

8.6.     Settlement.  If  in  any  action,  suit  or  proceeding,  including any
appeal,  within  the  scope of (1) or (2) of this Article VIII, the person to be
indemnified  shall  have unreasonably failed to enter into a settlement thereof,
then, notwithstanding any other provision hereof, the indemnification obligation
of  the  Corporation  to  such  person  in  connection with such action, suit or
proceeding  shall  not  exceed the total of the amount at which settlement could
have been made and the expenses by such person prior to the time such settlement
could  reasonably  have  been  effected.

8.7.     Other  Rights;  Continuation  of  Right  to  Indemnification.  The
indemnification  provided  by this Article VIII shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under these Articles
of  Incorporation,  any  bylaw, agreement, vote of shareholders or disinterested
Directors, or otherwise, and any procedure provided for by any of the foregoing,
both  as to action in his official capacity and as to action in another capacity
while  holding such office, and shall continue as to person who has ceased to be
a  Director, Officer, employee or agent and shall inure to the benefit of heirs,
executors,  and  administrators of such a person.  All rights to indemnification
under this Article VIII shall be deemed to be a contract between the Corporation
and  each  director  or  officer of the Corporation who serves or served in such
capacity  at  any  time  while  this  Article  VIII is in effect.  Any repeal or
modification  of  this  Article  VIII  or any repeal or modification of relevant
provisions of the Nevada Corporation Code or any other applicable laws shall not
in  any  way  diminish  any rights to indemnification of such Director, Officer,
employee or agent or the obligations of the Corporation arising hereunder.  This
Article VIII shall be binding upon any successor corporation to this Corporation
whether  by  way  of  acquisition,  merger,  consolidation  or  otherwise.

8.8.     Insurance.  The  Corporation  may  purchase  and  maintain insurance on
behalf of any person who is or was a Director, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as Director,
Officer,  employee  or agent of another corporation, partnership, joint venture,
trust  or  other  enterprise  against  any  liability  asserted  against him and
incurred  by  him  in  any  such  capacity or arising out of his status as such,
whether  or  not  the  Corporation would have the power to indemnify him against
such liability under the provision of this Article VIII: provided, however, that
such  insurance  is  available on acceptable terms, which determination shall be
made  by  a  vote  of  the  majority  of  the  Directors.

8.9.     Saving  Clause.  If  this  Article  VIII or any portion hereof shall be
invalidated  on  any  ground  by  any  court of competent jurisdiction, then the
Corporation  shall  nevertheless  indemnify each Director, Officer, employee and
agent  of  the  Corporation  as  to  any  cost,  charge  and  expense (including
attorney's  fees),  judgment  fine and amount paid in settlement with respect to
any  action,  suit  or  proceeding,  whether  civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the
full  extent  permitted  by an applicable portion of this Article VII that shall
not  have  been invalidated and to the full extent. permitted by applicable law.

8.10.  Amendment.  The  affirmative  vote  of  at least. two-thirds of the total
votes  eligible  to  be  cast  shall  be required to amend, repeal, or adopt any
provision  inconsistent  with,  this Article VIII.  No amendment, termination or
repeal  of this Article VIII shall affect or impair in any way the rights of any

                                       32


Director, Officer, employee or agent of the Corporation to indemnification under
the provisions hereof with respect to any action, suit or proceeding arising out
of,  or  relating  to, any actions, transactions or facts occurring prior to the
final  adoption  of  such  amendment,  termination  or  appeal.

8.11.  Subsequent  Legislation.  If the Nevada Corporation Code is amended after
adoption  of  these  Articles to further expand the indemnification permitted to
Directors,  Officers,  employees  or  agents  of  the  Corporation,  then  the
Corporation  shall indemnify such persons to the fullest extent permitted by the
Nevada  Revised  Statutes,  as  so  amended.

                                   ARTICLE IX
MISCELLANEOUS
9.1.     Seal.  The  corporate seal of the Corporation shall be circular in form
and  shall  bear the name of the Corporation.  The form of seal shall be subject
to  alteration  by the Board of Directors and the seal may be used by causing it
or  a  facsimile  to be impressed or affixed or printed or otherwise reproduced.
Any Officer or Director of the Corporation shall have the authority to affix the
corporate  seal  of  the  Corporation  to  any  document  requiring  the  same.

9.2.     Books  and  Records.  The Board of Directors shall have power from time
to  time  to  determine whether and to what extent, and at what times and places
and  under  what  conditions  and  regulations,  the  accounts  and books of the
Corporation  (other  than  stock  ledger),  or any of them, shall be open to the
inspection  of the stockholders.  No stockholder shall have any right to inspect
any  account,  book or document of the Corporation except at a time conferred by
statute,  unless  authorized by a resolution of the stockholders or the Board of
Directors.


9.3.     Waivers of Notice.  Whenever any notice is required to be given by law,
or  under  the provisions of the Articles of Incorporation or of these Bylaws, a
waiver  thereof  in  writing,  signed  by  the person or person entitled to such
notice,  whether  before,  at  or after the time stated therein, shall be deemed
equivalent  of  notice.

9.4.     Amendments.  The Board of Directors shall have the power to make, alter
or  repeal these Bylaws, in whole or in part, at any time and from time to time.
These  Bylaws  may  be  altered  or  repealed,  and  new  Bylaws  made,  by  the
stockholders  at  any  annual  or  special  meeting  if  notice  of the proposed
alteration or repeal or new Bylaws is included in the notice or waiver of notice
of  such  meeting.



     APPROVED  AND  ADOPTED  as  of  this  12th  day  of  October,  1998.



/s/Melissa  Morris
Melissa  Morris,  Secretary

                                       33


--------------------------------------------------------------------------------
                                  EXHIBIT FK-00

                          AUDITED FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED

                             DECEMBER 31, 2000, 1999
--------------------------------------------------------------------------------

                                       34


                              SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                 (U.S. DOLLARS)

                                       35


                         INDEX                                  PAGE


     REPORT  OF  INDEPENDENT  CHARTERED  ACCOUNTANTS              36

FINANCIAL  STATEMENTS

Balance  Sheets                                                   37

Statements  of  Operations                                        38

Statements  of  Stockholders'  Equity  (Deficiency)               39

Statements  of  Cash  Flows                                       40

Notes  to  Financial  Statements                                  41

                                       36


                   REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS



TO  THE  BOARD  OF  DIRECTORS  AND  STOCKHOLDERS
  OF  SAFE  ID  CORPORATION


We  have  audited  the  accompanying  balance  sheets  of Safe ID Corporation (A
Development  Stage  Company)  as  at  December 31, 2000 and 1999 and the related
statements  of  operations, stockholders' equity (deficiency) and cash flows for
each  of  the  years  in  the  3  year  period  ended  December 31, 2000 and the
cumulative  totals  for  the  development stage of operations from June 27, 1996
(inception)  through  December  31,  2000.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our audits.  The financial
statements of Safe ID Corporation from June 27, 1996 (inception) through October
31,  1998  were  audited by other auditors whose report dated November 13, 1998,
expressed an unqualified opinion on those statements.  Our opinion insofar as it
relates  to the cumulative totals for development stage operations from June 27,
1996  (inception) through October 31, 1998, is based solely on the report of the
other  auditors.

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

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the  financial  position  of  the Company as of December 31, 2000 and
1999,  and  the  results of its operations and its cash flows for the years then
ended,  and the  cumulative totals for the development stage of operations from
June  27,  1996  (inception)  through  December  31,  2000,  in  conformity with
accounting  principles  generally  accepted in the United States of America. Our
opinion,  insofar  as  it relates to the cumulative totals for development stage
operations  from  June  27,  1996 (inception) through October 31, 1998, is based
solely  on  the  report  of  the  other  auditors.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going-concern.  As  discussed  in note 2 to the financial
statements,  the  Company  has  minimal capital resources presently available to
meet  obligations  which  normally  can  be  expected  to be incurred by similar
companies  and has a large accumulated deficit.  These factors raise substantial
doubt  about the Company's ability to continue as a going concern.  Management's
plan  in  regard  to  these  matters  is  also  described in notes 2 and 3.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.



/s/Pannell  Kerr  Forste
Pannell  Kerr  Forster

Chartered  Accountants

Vancouver,  Canada
January  28,  2001

                                       37


                               SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                   DECEMBER 31
                                 (U.S. DOLLARS)

                                                        2000                1999
--------------------------------------------------------------------------------

ASSETS

CURRENT
Cash                                                     $844             $2,778
Prepaid expense                                             0              5,600
                                                    ----------------------------
TOTAL ASSETS                                             $844             $8,378
                                                    ============================
LIABILITIES

CURRENT
Accounts payable                                      $39,939             $5,239
DUE TO SHAREHOLDERS (note 5)                            7,333                350
                                                    ----------------------------
TOTAL LIABILITIES                                      47,272              5,589
                                                    ----------------------------
STOCKHOLDERS'  EQUITY  (DEFICIENCY)

COMMON  STOCK, 25,000,000 shares
authorized, par value of $0.001 each,
24,000,000 (1999-24,000,000)
shares issued and outstanding                          24,000             24,000
ADDITIONAL PAID-IN CAPITAL                             32,000             32,000
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE     (102,428)          (53,211)
                                                   -----------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)               (46,428)             2,789
                                                   -----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY)                                      $844             $8,378
                                                   =============================

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

                                       38


                               SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                             YEARS ENDED DECEMBER 31
                                 (U.S. DOLLARS)

<TABLE>
<CAPTION>
<S>                                   <C>          <C>         <C>           <C>
                                                                              PERIOD FROM
                                                                            JUNE 27, 1996
                                                                           (INCEPTION) TO
                                                                             DECEMBER 31,
                                        2000           1999            1998       2000
------------------------------------------------------------------------------------------

EXPENSES
Professional fees                     $42,735         $6,900              $0       $49,635
Rent                                    2,981          1,671               0         4,652
Selling and administrative              2,370          2,385             350         6,105
Consulting                                988         35,866               0        36,854
Bank charges                              143             63               0           206
Travel                                      0          4,976               0         4,976
                                   -------------------------------------------------------
TOTAL  EXPENSES  AND  NET
LOSS FOR PERIOD                      $(49,217)      $(51,861)          $(350)   $(102,428)
                                   =======================================================
NET LOSS PER SHARE                   $(0.0021)      $(0.0045)       $(0.0001)           0
                                   =======================================================
WEIGHTED  AVERAGE  NUMBER
OF SHARES OUTSTANDING              24,000,000     11,515,068       6,000,000            0
                                   =======================================================
</TABLE>

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

                                       39


                               SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 YEARS ENDED DECEMBER 31, 2000, 1999, 1998 AND FROM JUNE 27, 1996 (INCEPTION) TO
                                DECEMBER 31, 2000
                                 (U.S. DOLLARS)

<TABLE>
<CAPTION>
<S>                                 <C>             <C>             <C>             <C>             <C>
                                                                                     Deficit
                                                                                   Accumulated
                                      Common         Common         Additional      During the         Total
                                      Stock           Stock           Paid-in       Development     Stockholders'
                                      Number          Amount          Capital          Stage           Equity
------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 27, 1996                      0              $0                $0               $0               $0
COMMON STOCK ISSUED FOR
SERVICES (note 8b)                  6,000,000           6,000            (5,000)               0            1,000
NET  LOSS,  JUNE  27,  1996
TO DECEMBER 31, 1996                        0               0                 0           (1,000)          (1,000)
                                ----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996          6,000,000           6,000            (5,000)          (1,000)               0
NET  LOSS,  YEAR  ENDED
DECEMBER 31, 1997                           0               0                 0                0                0
                                ----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997          6,000,000           6,000            (5,000)          (1,000)               0
NET  LOSS,  YEAR  ENDED
DECEMBER 31, 1998                           0               0                 0             (350)            (350)
                                ----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998          6,000,000           6,000            (5,000)          (1,350)            (350)
COMMON  STOCK  ISSUED
For services (note 8c)              9,000,000           9,000            21,000                0           30,000
For cash (note 8d)                  9,000,000           9,000            21,000                0           30,000
NET  LOSS,  YEAR  ENDED
DECEMBER 31, 1999                           0               0                 0          (51,861)         (51,861)
SHARE ISSUE COSTS                           0               0            (5,000)               0           (5,000)
                                ----------------------------------------------------------------------------------
Balance, December 31, 1999         24,000,000          24,000            32,000          (53,211)           2,789
Net  Loss,  Year  Ended
December 31, 2000                           0               0                 0          (49,217)         (49,217)
                                ----------------------------------------------------------------------------------
Balance, December 31, 2000         24,000,000         $24,000           $32,000        $(102,428)        $(46,428)
                                ==================================================================================
</TABLE>

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

                                       40


                               SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                             YEARS ENDED DECEMBER 31
                                 (U.S. DOLLARS)

<TABLE>
<CAPTION>
<S>                                   <C>              <C>              <C>              <C>
                                                                                      PERIOD FROM
                                                                                      JUNE 27,1996
                                                                                     (INCEPTION) TO
                                                                                       DECEMBER 31,
                                          2000            1999              1998           2000
---------------------------------------------------------------------------------------------------
OPERATING  ACTIVITIES
Net loss                                 $(49,217)        $(51,861)         $(350)        $(102,428)
Adjustment  to  reconcile  net  loss
to  net  cash  used  by  operating
activities
Issuance  of  common  stock  for  payment
of services                                     0           30,000              0            31,000

CHANGES  IN  NON-CASH  WORKING  CAPITAL
Prepaid expense                             5,600           (5,600)             0                 0
Accounts payable                           34,700            5,239              0            39,939
                                       -------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES          (8,917)         (22,222)          (350)          (31,489)
                                       -------------------------------------------------------------
FINANCING  ACTIVITIES
Issuance of common stock                        0           25,000              0            25,000
Advances from shareholders                  6,983                0            350             7,333
                                       -------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES       6,983           25,000            350            32,333
                                       -------------------------------------------------------------
CASH INFLOW (OUTFLOW)                      (1,934)           2,778              0               844
CASH, BEGINNING OF PERIOD                   2,778                0              0                 0
                                       -------------------------------------------------------------
CASH, END OF PERIOD                          $844           $2,778             $0              $844
                                       =============================================================
SUPPLEMENTAL DISCLOSURE FOR
NON-CASH TRANSACTIONS
Issuance of common stock for
payment of services                            $0          $30,000             $0           $31,000
                                       =============================================================
</TABLE>

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

                                       41


                               SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999, 1998 AND FROM JUNE 27, 1996 (INCEPTION) TO DECEMBER 31,
                                      2000
                                 (U.S. DOLLARS)



1.     ORGANIZATION  OF  COMPANY

The  Company  was  incorporated  on June 27, 1996 under the laws of the State of
Nevada  as  Inter  N.  Corporation.  The  Company  changed  its  name to Safe ID
Corporation  on  September 20, 1999.  The Company is in the development stage as
more  fully  defined  in  Statement  No. 7 of the Financial Accounting Standards
Board.  The  Company's  head  office  is  located  in  Calgary,  Canada.

2.     GOING  CONCERN

     These  financial  statements have been prepared by management in accordance
with  generally  accepted  accounting principles on a going concern basis.  This
presumes funds will be available to finance on-going development, operations and
capital  expenditures  and  the  realization  of  assets  and  the  payment  of
liabilities  in  the  normal  course  of  operations for the foreseeable future.

The  Company  has  minimal  capital  resources  presently  available  to  meet
obligations  which  normally can be expected to be incurred by similar companies
and has an accumulated deficit during the development stage of $102,428; (1999 -
$53,211).  These  factors raise substantial doubt about the Company's ability to
continue  as  a  going  concern  which is dependent on its ability to obtain and
maintain  an  appropriate  level  of  financing on a timely basis and to achieve
sufficient  cash  flows to cover obligations and expenses.  The outcome of these
matters  cannot  be predicted.  These financial statements do not give effect to
any  adjustments  to  the  amounts  and classification of assets and liabilities
which might be necessary should the Company be unable to continue its operations
as  a  going  concern.

3.     UNCERTAINTY

The  Company  intends to obtain the license to distribute a line of miniaturized
micro-chips,  used  in the identification of inanimate objects, and is currently
in  negotiations  to obtain this license from an established supplier in Canada.
Although  there  is  a  limited  number  of  manufacturers  of  these particular
micro-chips,  management  believes  that  other  suppliers could provide similar
micro-chips  on  comparable  terms  if  an  agreement  can not be reached in the
current  negotiations.   A  change in suppliers, however, could cause a delay in
commencing operations and a possible loss of sales, which would affect operating
results  adversely.

4.     SIGNIFICANT  ACCOUNTING  POLICIES

     (a)     Loss  per  share

Loss  per  share computations are based on the weighted average number of common
shares  outstanding  during  the  year.

(b)     Shares  issued  in  exchange  for  services

The  valuation of the common shares issued in exchange for services is valued at
an  estimated  fair  market value as determined by officers and directors of the
Company  based  upon  other  sales  and issuances of the Company's common shares
within  the  same  general  time  period.

(c)     Revenue  recognition

As  the  Company  is  in  the start-up stage of operations no revenues have been
earned  to  date.  Once  sales have been earned by the Company, the Company will
recognize such revenues at the time of delivery of the product to the customers.

                                       42


                               SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999, 1998 AND FROM JUNE 27, 1996 (INCEPTION) TO DECEMBER 31,
                                      2000
                                 (U.S. DOLLARS)



4.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

(d)     Functional  currency

The  Company's  functional  currency  is  U.S.  dollars.

(e)     Financial  instruments

The  Company's financial instruments include cash, accounts payable, and amounts
due to shareholders.  It is management's opinion that the Company is not exposed
to significant interest, currency or credit risk associated with these financial
instruments.  The carrying values approximate the fair values of these financial
instruments.

(f)     Foreign  currency  translation

Amounts  recorded  in  foreign  currency  are  translated  into  U.S. dollars as
follows:

(i)     Monetary  assets and liabilities at the rate of exchange in effect as at
the  balance  sheet  date;

(ii)     Revenues  and  expenses  at  the average rate of exchange for the year.

Gains and losses arising from this translation of foreign currency have not been
significant.  Comprehensive loss would be approximately equal to the net loss as
reported  in  these  financial  statements.

(g)     Use  of  estimates

The  preparation  of  the  Company's  financial  statements  in  conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, as well as disclosures of
contingent  assets  and  liabilities.  Because of inherent uncertainties in this
process, actual future results could differ from those expected at the reporting
date  and  would impact future results of operations and cash flows.  Management
believes  the  estimates  are  reasonable.

5.     DUE  TO  SHAREHOLDERS

Amounts  due  to shareholders represent advances from directors and shareholders
of  the  Company.  These  amounts  are  without  interest  or  stated  terms  of
repayment.

6.     RELATED  PARTY  TRANSACTIONS

During  2000,  the Company paid consulting fees of $988 (1999 - $5,867) and rent
of  $2,981  (1999  -  $1,671)  to directors or Companies with a common director.

7.     SUBSEQUENT  EVENT

On January 26, 2001, the Company repurchased 1,416,000 shares of common stock at
no  cost  and  returned  the  shares  into  the Company's unissued common stock.

                                       43


                               SAFE ID CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999, 1998 AND FROM JUNE 27, 1996 (INCEPTION) TO DECEMBER 31,
                                      2000
                                 (U.S. DOLLARS)



8.     EQUITY  TRANSACTIONS

(a)     The Company affected a 2,000-for-1 stock split on October 12, 1998 and a
3-for-1  stock split on September 20, 1999.  All share amounts included in these
financial  statements  have  been  adjusted  to  reflect the effect of the stock
splits.

(b)     On  June  30,  1996, the Company issued 6,000,000 shares of common stock
with  a  par  value of $0.001 each for administrative services valued at $1,000.

(c)     On  July  23,  1999, the Company issued 9,000,000 shares of common stock
with  a  par  value  of  $0.001 each for intellectual property valued at $7,500.
Additional  compensation  of $22,500 has been recorded to reflect the fair value
of  the  common  shares  issued.  Fair value has been determined as equal to the
proceeds received in a subsequent private placement of an equal number of shares
on  September  1,  1999.

(d)     On  September 1, 1999, 9,000,000 shares of common stock with a par value
of  $0.001  each  were issued for $30,000 cash, less share issue costs of $5,000
for  net  cash  proceeds  of  $25,000.

9.     INCOME  TAXES

A  provision for income taxes for the years ended December 31, 2000, 1999, 1998,
and  1997  has  not been recognized as the Company had operating losses for both
tax  and  financial  reporting purposes.  Due to the uncertainty surrounding the
timing  of realizing the benefits of its favourable tax attributes in future tax
returns,  the  Company  has  recorded a full valuation allowance against its net
future  tax  asset.

The Company's net operating loss carryforward totalled approximately $102,000 at
December  31,  2000  (1999  -  $53,000) of which approximately $1,000 expires in
2016, $350 expires in 2018, $51,650 expires in 2019 and $49,000 expires in 2020.

                                       44