U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



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

     For the fiscal year ended September 30, 1999
                               -----------------

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

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

                           Commission File No. 33-12346-D
                                  -----------

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

         COLORADO                                            84-1044583
         --------                                            -----------
(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

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

                          9889 Santa Monica Blvd., #205
                             Beverly Hills, CA 90210
                                   -----------
          (Former Name or Former Address, if changed since last Report)

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

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

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

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

     State Issuer's revenues for its most recent fiscal year:
          September 30, 1999 - $0.

<PAGE>

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

     December  1, 1999 - 0.  There are  approximately  110,000  shares of common
voting stock of the Company held by  non-affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past three years, and
there is no par value for the Company's common stock, the Company  considers the
value of its shares of common stock to be $0. If the Company had a par value for
its common stock, the aforementioned shares would be valued at par.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes      No
                                                 ---      ---
None; Not Applicable.

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                                 December 1, 1999
                                     675,290

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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

                                     PART I

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

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

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

     Cardiff   International,   Inc.,  formerly  United  American,   Inc.,  (the
"Company")  was  incorporated  under the laws of the State of Colorado under the
name "Cardiff  Financial,  Inc.", on October 14, 1986. The purpose for which the
corporation  was organized were namely:  (1) To engage in the transaction of all
lawful  business  or pursue any other  lawful  purpose or  purposes  for which a
corporation  may be organized  under the laws of the State of Colorado;  (2) To
have, enjoy and exercise all of the rights, powers and privileges conferred upon
corporations  organized under the laws of the state of Colorado,  whether now or
hereafter in effect, and whether or not herein specifically mentioned.

     The Company had an initial  authorized  capital  consisting of  300,000,000
shares of no par value common stock.

     Effective April 1989, the Company  completed a merger with United American,
Inc., ("United"). United failed to carry out obligations required of it pursuant
to the merger and the merger was cancelled by the Company on a unilateral  basis
on July 3, 1989.

     Effective  December  4, 1989,  the  Company  changed  its name from  United
American, Inc., to Cardiff International, Inc.

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

     The Company  originally issued 12,000,000 shares of its no par value common
stock, in exchange for $16,000.

     The Company filed a Form S-18 Registration  Statement effective on or about
June 1987 to offer and sell to the public  30,000,000 shares of common stock, no
par value,  and  warrants to purchase  30,000,000  shares of common  stock.  The
offering  generated  $300,000  gross from the sale of these  units and  incurred
offering  costs of $49,501  which have been charged  against the proceeds of the
offering.  The Company also received $100 for the sale of underwriter's warrants
allowing the public offering  underwriter the right to acquire  3,000,000 shares
of the Company's stock at $0.02 per share.


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

     In April 1989, the Company entered into an agreement with United  American,
Inc., a Washington corporation whereby the Company agreed to acquire 100% of the
outstanding  shares of common stock of United  American,  Inc.,  in exchange for
123,000,000  shares of common  stock of the  Company.  After the closing of this
business combination,  the Company rescinded the transaction on July 3, 1989 due
to the inability of United American, Inc., to raise $2,000,000 in funding by the
agreed deadline of July 1, 1989. The  123,000,000  shares of common stock of the
Company were voided and  returned to  authorized  but  inissued  stock after the
combination was terminated.

     On December 30, 1996, the Board of Directors of the Company  authorized the
issuance of 156,000,000  shares of the company's  common voting stock to Mr. Art
Beroff, a consultant to the Company.  The issuance of these shares increased the
total number of shares outstanding from 144,000,000 to 300,000,000.

    On  April  27,  1998,  the  Board of  Directors  and  Shareholders  holding
201,770,900 of the 300,000,000 or approximately  67% of the Company's issued and
outstanding  common voting stock  authorized a reverse split of the  300,000,000
shares of the  Company's  common voting stock on a basis of one for one thousand
(1:1,000), thus, the shares of common voting stock outstanding were reduced from
300,000,000 to 300,000. Appropriate adjustments were made to the paid in capital
and capital surplus accounts of the Company. In addition,  the shares authorized
for issuance were reduced from 300,000,000 to 30,000,000.

     On December 15, 1998, the Board of Directors of the Company  authorized the
issuance of 125,000  post-split  shares of the Company's  common voting stock to
Charles Calello, President and Director.

     On May 1, 1999,  the Board of Directors  authorized the issuance of 250,000
post-split shares of the Company's common voting stock to Jenson Services, Inc.,
consultant to the Company.


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

<TABLE>
<CAPTION>


Name and Address         Date      Number of Shares         Consideration
----------------         ----      ----------------         -------------
<S>                      <C>       <C>                      <C>

Art Beroff*               12/30/96       156,000                $156

Charles Calello*          12/15/98       125,000                Services

Jenson Services, Inc.*    7/19/96        250,000                Services

</TABLE>


     *See  Part  II,  Item  10  and  11  for  information   regarding  executive
compensation and stock ownership.


Business.
---------

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations  since  1992.  To the extent  that the  Company  intends to
continue  to seek the  acquisition  of assets,  property  or  business  that may
benefit the Company and its  stockholders,  it is  essentially  a "blank  check"
company.  Because  the  Company has  limited  assets and  conducts no  business,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition.  This
may result in substantial  dilution of the shares of current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete any such  acquisition;  the approval of stockholders will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

     None; not applicable.

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

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

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

     None; not applicable.

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

     None; not applicable.

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

     None; not applicable.

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

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

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

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

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

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

     None; not applicable.

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

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

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

     None.

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

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

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

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

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

     On  April  27,  1998,  the  Board of  Directors  and  Shareholders  holding
201,770,900 of the 300,000,000 or approximately  67% of the Company's issued and
outstanding  common voting stock  authorized a reverse split of the  300,000,000
shares of the  Company's  common voting stock on a basis of one for one thousand
(1:1,000), thus, the shares of common voting stock outstanding were reduced from
300,000,000 to 300,000. Appropriate adjustments were made to the paid in capital
and capital surplus accounts of the Company. In addition,  the shares authorized
for issuance were reduced from 300,000,000 to 30,000,000.

                                     PART II

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

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

     The Company's  common stock was  previously  listed on the OTC-BB under the
symbol "UAMI". However, there is currently no market nor has there been a market
for the  Company's  common stock since June 1996. In order to establish a market
for the Company's common stock, the Company will have to apply for a new trading
symbol with the NASD.

Holders of Common Stock
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 694.

Dividends
---------

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

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

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

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

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture,  which  the  Company  expects  to pay from its  cash  resources.  As of
September 30, 1999, it had no cash or cash equivalents.  If additional funds are
required  during  this  period,  such funds may be  advanced  by  management  or
stockholders as loans to the Company. Because the Company has not identified any
such  venture as of the date of this  Report,  it is  impossible  to predict the
amount of any such loan.  However,  any such loan should not exceed  $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any  negotiations  with any person  regarding  any
such venture.

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

     Other than restoring and  maintaining  its good  corporate  standing in the
State  of  Colorado,  compromising  and  settling  its  debts  and  seeking  the
acquisition of assets, properties or businesses that may benefit the Company and
its stockholders, the Company has had no material business operations in the two
most recent calendar years, or since before 1992.

     At  September 30, 1999, the Company  had no assets.

     During the fiscal year ended  September 30, 1999, the Company had net loss
of $8,217. The Company has received no revenues in either of its two most recent
fiscal years.

Liquidity.
---------

     During the fiscal years ended  September  30, 1999 and 1998, a  shareholder
and consultant paid general and administrative expenses on behalf of the Company
totaling $8,217 and $685, respectively. The unsecured loan bears no interest and
is due on demand.

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

          Financial Statements for the years ended
          September 30, 1999 and 1998

          Independent Auditors' Report

          Balance Sheets - September 30, 1999

          Statements of Operations for the years ended
          September 30, 1999 and 1998

          Statements of changes in Stockholders' (Deficit) from
          September 30, 1997 through Septemer 30, 1999

          Statements of Cash Flows for the years ended
          September 30, 1999 and 1998

          Notes to the Financial Statements

<PAGE>
<TABLE>
<CAPTION>


                          INDEX TO FINANCIAL STATEMENTS

                           CARDIFF INTERNATIONAL, INC.


                              FINANCIAL STATEMENTS

                                      With

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                           September 30, 1999 and 1998

<S>                                                               <C>







Report of Independent Certified Public Accountants                    F-2


     Financial Statements:

     Balance Sheets                                                   F-3 & F-4

     Statements of Operations                                         F-5

     Statement of Changes in Stockholders' (Deficit)                  F-6

     Statements of Cash Flows                                         F-7

     Notes to Financial Statements                                    F-8


</TABLE>












                                       F-1
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Cardiff International, Inc.
Boca Raton, FL   33433

     We have audited the accompanying  balance sheets of Cardiff  International,
Inc.  as of  September  30,  1999  and  1998,  and  the  related  statements  of
operations,  stockholders'  (deficit)  and cash flows for the years then  ended.
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.

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

     In our opinion, the financial statements referred to above, present fairly,
in all material respects, the financial position of Cardiff International,  Inc.
as of September 30, 1999 and 1998, and the results of its operations, changes in
its  stockholders'  (deficit)  and its cash flows for the years then  ended,  in
conformity with generally accepted accounting principles.

     The  accompanying  balance  sheets  have been  prepared  assuming  that the
Company  will  continue  as a  going  concern.  As  described  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubts about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


                                               Schumacher & Associates, Inc.
                                               Certified Public Accountants
                                               12, 835 East Arapahoe Road
                                               Tower II, Suite 110
                                               Englewood, Colorado 80112


October 1, 1999



                                       F-2

<PAGE>


<TABLE>
<CAPTION>




                           CARDIFF INTERNATIONAL, INC.

                                  BALANCE SHEET

                               September 30, 1999


                                     ASSETS


<S>                                                               <C>




Current Assets:                                                     $        -
                                                                     ----------
TOTAL ASSETS                                                        $        -
                                                                     ==========
                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                                               $    1,000
     Accounts payable, stockholders                                     14,470
                                                                     ----------
          Total Current Liabilities                                     15,470
                                                                     ----------
                            TOTAL LIABILITIES                           15,470
                                                                     ----------

Stockholders' (Deficit):
     Common Stock, no par value
     30,000,000 shares authorized
     675,000 shares issued and outstanding                             320,314
     Additional paid-in capital                                        225,345
     Accumulated (deficit)                                            (561,129)
                                                                     ----------
TOTAL STOCKHOLDERS' (DEFICIT)                                          (15,470)
                                                                     ----------
TOTAL LIABILITES AND STOCKHOLDERS' (DEFICIT)                       $         -
                                                                     ==========


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

</TABLE>





                                       F-3
<PAGE>



<TABLE>
<CAPTION>



                           CARDIFF INTERNATIONAL, INC.

                                  BALANCE SHEET

                               September 30, 1998


                                     ASSETS
                                     ------

<S>                                                                  <C>



Current Assets:                                                     $        -
                                                                     ----------
     TOTAL ASSETS                                                   $        -
                                                                     ==========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                                               $    1,628
     Accounts payable, stockhor                                          6,000
                                                                     ----------
          Total Current Liabilit                                         7,628
                                                                     ----------
                              TOTAL LIABILITIES                          7,628
                                                                     ----------

Stockholders' (Deficit):
     Common Stock, no par value
     30,000,000 shares authorized
     300,000 shares issued and outstanding                             319,939
     Additional paid-in capital                                        225,345
     Accumulated (deficit)                                            (552,912)
                                                                     ----------
TOTAL STOCKHOLDERS' (DEFICIT)                                           (7,628)
                                                                     ----------
TOTAL LIABILITES AND STOCKHOLDERS' (DEFICIT)                       $         -
                                                                     ==========
</TABLE>


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





                                       F-4


<PAGE>

<TABLE>
<CAPTION>




                          CARDIFFF INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS







                                                 Years Ended
                                                 September 30,

                                                 1999            1998

<S>                                         <C>             <C>

Revenue ................................     $     --         $    --
                                              ----------      ----------

Expenses:
       Stock issued for services .......           375             --
       Other ...........................         7,842             685
                                              ----------      ----------
        Total ..........................         8,217             685
                                              ----------      ----------
Net (Loss) .............................    $   (8,217)       $   (685)
                                              ==========      ==========
(Loss) Per Share .......................    $     (.01)       $   (nil)


Weighted Average Shares Outstanding ....       675,000         300,000
                                              ==========      ==========
</TABLE>



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















                                       F-5

<PAGE>


<TABLE>
<CAPTION>


                           CARDIFF INTERNATIONAL , INC



                 STATEMENT OF CHANGES OF STOCKHOLDERS' (DEFICT)


               From September 30, 1997 through September 30, 1999





                         Common Stock       Additional Paid-In  Accumulated
                  No./Shares       Amount         Capital         Deficit         Total
                  ----------       ------         -------         -------         -----
<S>               <C>             <C>             <C>           <C>             <C>

  Balance at
 September 30,
     1997          300,000        $ 319,939       $225,345      $(552,227)       $ (6,943)


  Net (Loss)
 For the year
     Ended
 September 30,
     1998              -              -               -             (685)           (685)
                    -------         -------         -------        -------        -------
  Balance at
 September 30,
     1998           300,000         319,939         225,345       (552,912)        (7,628)

 Common stock
    Issued          375,000             375           -              -                375

 Net Loss for
   The year
     ended
 September 30,
     1999              -              -               -            (8,217)         (8,217)
                    -------         -------                       -------         -------
  Balance at
 September 30,
     1999
                    675,000       $ 319,939       $ 225,345     $(561,129)      $ (15,470)
                    =======       =========       =========     ==========      ==========

</TABLE>

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







                                       F-6


<PAGE>



<TABLE>
<CAPTION>



                           CARDIFF INTERNATIONAL, INC.


                            STATEMENTS OF CASH FLOWS




                                                         Years Ended September 30,
<S>                                                <C>              <C>

                                                          1999             1998
                                                          ----             ----

Cash Flows Operating Activities:
     Net (loss)                                     $   (8,217)      $     (685)
     Stock issued for services                             375                -
     Increase in accounts payable                        7,842              685
                                                     ---------        ---------
Net Cash (used in) Operating Activities                      -                -
                                                     ---------        ---------
Cash Flows from Investing Activities                         -                -
                                                     ---------        ---------
Cash Flows from Financing Activity:                          -                -
                                                     ---------        ---------
Increase in Cash
                                                             -                -
Cash, Beginning of Year                                      -

Cash, Beginning of Year                                      -                -
                                                     ---------        ---------
Cash End of Year                                    $        -      $         -
                                                     =========        =========
Interest Paid                                       $        -      $         -
                                                     =========        =========
Income Taxes Paid                                   $        -      $         -
                                                     =========        =========

</TABLE>


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










                                       F-7

<PAGE>


                           CARDIFF INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 1999 and 1998


(1)  Summary of Accounting Policies
     ------------------------------

          This   summary  of   significant   accounting   policies   of  Cardiff
     International,  Inc.  (Company) is presented to assist in understanding the
     Company's  financial  statements.  The financial  statements  and notes are
     representations  of the Company's  management who is responsible  for their
     integrity and objectivity.  These accounting  policies conform to generally
     accepted  accounting  principles and have been consistently  applied in the
     preparation of the financial statements.

     (a)  Organization and principles of Consolidation
          --------------------------------------------

               Cardiff International,  Inc. (Company) was incorporated under the
          laws of  Colorado  on October  14,  1986.  The  Company is an inactive
          entity other than it is looking for a business combination candidate.

          The Company has selected the last day of September as its year end.

     (b)  Use of Estimates in the Preparation of Financial Statements
          -----------------------------------------------------------

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

(2)  Basis of Presentation - Going Concern
     -------------------------------------

          The accompanying financial statements have been prepared in conformity
     with  generally   accepted   accounting   principles,   which  contemplates
     continuation  of the Company as a going concern.  However,  the Company has
     sustained  operating  losses  since  its  inception  and has a net  capital
     deficiency.  These  matters  raise  substantial  doubt about the  Company's
     ability to continue as going concern.  Management is attempting to locate a
     business combination candidate.

          In view of these  matters,  continuing as a going concern is dependent
     upon the  Company's  ability  to meet  its  financing  requirements,  raise
     additional capital,  and the success of its future operations or completion
     of a successful  business  combination.  Management  believes  that actions
     planned and  presently  being taken to revise the  Company's  operating and
     financial  requirements provide the opportunity for the Company to continue
     as a going concern.

(3)  Common Stock Issued
     -------------------

          During the year ended  September 30, 1999,  the Company issued 375,000
     shares of its restricted  common stock for services,  of which 125,000 were
     issued to a  stockholder/officer  of the  Company.  The shares and services
     were recorded in the financial statements at $.001 per share par value.


                                       F-8

<PAGE>



                           CARDIFF INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 1999 and 1998







(4)  Income Taxes
     ------------

          The  Company  has  net  operating  loss  carryovers  of  approximately
     $561,000  but due to the  change  in  ownership  of the  Company,  the loss
     carryovers have been, in all material respects, eliminated.

(5)  Stock Split
     -----------

          During the year ended  September  30, 1999 the Company  effected a one
     for 1000 reverse  stock  split.  All  references  to common stock have been
     retroactively changed to give effect to the reverse stock split.

(6)  Related Party Transactions
     --------------------------

          As of September 30, 1999 the Company had outstanding  accounts payable
     to stockholders  totaling $14,470. The balance payable is uncollateralized,
     bears no interest and has no written repayment terms.

























                                       F-9


<PAGE>

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

 None; Not Applicable.


                                    PART III

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

     On or about  December 8, 1999 the current  directors,  executive  officers,
and/or 10% holders of the Company's common stock filed Form 3, Initial Statement
of Beneficial  Ownership of Securities,  in accordance with Section 16(a) of the
Exchange Act.


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

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

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Charles Calello       President        07/89           *
                      Director         10/86           *

Kathleen L. Morrison  Secretary        03/99           *
                      Director         03/99           *

Clay Calello          Secretary        07/89        03/99
                      Vice President   07/89           *
                      Director         07/89           *




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

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

     Charles  Calello.  President  and  Director.  Mr.  Calello  has served as a
Director and Chairman of the Board of  Directors of the Company  since  January,
1987. Mr.  Calello has been directly  involved in the music business since 1962.
He has been  self-employed  or  President of privately  held  companies  such as
Charles Calello Productions,  Space Cowboy Music, and Calello Music. Mr. Calello
has published, arranged, produced, co-produced, composed, or orchestrated music,
scores,  songs, or albums for groups and individuals such as Gladys Knight, Bill
Medley, Juice Newton, Eddie Rabbit, Deborah Allen, Barbara Streisand,  Englebert
Humperdinck,  Barry Manilow, Glen Campbell, Bruce Springsteen, Neil Diamond, Lou
Christie, The Four Seasons, and Frank Sinatra.

     Clay Calello,  Director and Vice  President.  Mrs.  Calello has served as a
Director  and Vice  President  since July 1989.  Mrs  Calello is the wife of Mr.
Charles  Calello.  Mrs.  Calello has been involved in the fashion industry since
1974,   first  as   clothing   designer  in  Chicago  and  later  as  a  fashion
consultant/trouble  shooter in Beverly Hills  California.  In 1981, Mrs. Calello
started the music  company,  Shem  Production,  Inc. The company  specialized in
producing  music  packages  for  television  commercials,  television  shows and
records.  Her  company  produced  the music  for such  products  as Coors  Beer,
McDonald's,  Coca Cola,  Nescafe and Oldsmobile.  Her Company provided music for
the hit TV series  Crime Story as well as 9 top ten  records.  Since 1992,  Mrs.
Calello  has been  involved  in various  cultural  and non profit  organizations
including Boca Pops and the Florida Atlantic University.

     Kathleen L.  Morrison,  Director and Secretary.  Mrs.  Morrison is 41 years
old. For the past 6 years, she has been the office manager for two persons,  one
of which is Jenson  Services,  Inc.,  which is a  consultant  to and a  majority
stockholder of the Company. For seven years, she was the editor of "Super Group"
a vertical  market  computer  magazine  targeting  HP3000 users.  Mrs.  Morrison
received a B.A. degree from Colorado State University in 1978.

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

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

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

     Charles  Calello,  President and Director and Clay Calello,  Vice President
and Director are husband and wife. Other than the  aforementioned,  there are no
additional family relationships between the officers and directors.

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

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

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

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

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

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


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

     Management  is  informed  and  believed  that  certain  former   directors,
executive  officers,  and/or  10%  holders of the  company's  stock may not have
timely filed the forms  required by section 16(a) of the Exchange Act.  However,
present  management is unable to determine what forms should have been filed and
when.

     On or about  December 8, 1999 the current  directors,  executive  officers,
and/or 10% holders of the  Company's  common stock filed form 3's in  accordance
with Section 16(a) of the Exchange Act.

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

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

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

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

                                                Secur-
                                                ities         All
Name and   Year or               Other   Rest-  Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricted lying   Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock  Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
Charles J.
Calello        9/30/99    0     0     0     0      0     0   0
President,     9/30/98    0     0     0  125,000*  0     0   0
Director       9/30/97    0     0     0     0      0     0   0


Kathleen L.
Morrison       9/30/99    0     0     0     0      0     0   0
Secretary,     9/30/98    0     0     0     0      0     0   0
Director       9/30/97    0     0     0     0      0     0   0


Clay Calello   9/30/99    0     0     0     0      0     0   0
Vice President 9/30/98    0     0     0     0      0     0   0
and Director   9/30/97    0     0     0     0      0     0   0
Director

</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards  were  issued or granted to the  Company's  management  during the fiscal
years ending September 30, 1999, 1998, or 1997, or the period ending on the date
of this Report.  Mr. Charles Calello,  President and Director was issued 125,000
shares of the Company's "Restricted" common stock on December 15, 1998.

     *Mrs  Calello  may be deemed  beneficial  owner of these  shares due to her
relationship with Charles Calello. Mrs. Calello is the wife of Charles Calello.

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

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

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

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

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

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

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

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of this Report,  with the  computations  being based upon 675,290 shares of
common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name and Address           Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Art Beroff                    156,000                    23.1%
156-34 88th Street
Howard  Beach, NY  11414

Jenson Services, Inc.         250,000                    37.0%
5525 S. 900 E. #110
Salt Lake City, UT
84117

Charles Calello               156,625*                   23.2%
23368 Mirabello Circle
Boca Raton, FL  33433

                              -------                     ----
                              562,625                   83.3%

</TABLE>

     *Clay  Calello may be deemed  beneficial  owner of these  shares due to her
relationship with Charles Calello. Mrs. Calello is the wife of Charles Calello.

<PAGE>


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

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                            <C>                  <C>
Charles Calello                156,625*              23.2%
23368 Mirabello Circle
Boca Raton, FL  33433

Clay Calello                       0                 0
23368 Mirabello Circle
Boca Raton, FL  33433

Kathleen Morrison                  0                 0
9352 Sterling Dr.
Sandy, UT  84093

                               -------              ------
All directors and executive
officers as a group            156,625              23.2%%
(3 persons)

</TABLE>

     *Mrs.  Clay Calello may be deemed  beneficial  owner of these shares due to
her  relationship  with  Charles  Calello.  Mrs.  Calello is the wife of Charles
Calello.

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

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

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

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

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of "Unregistered" and "Restricted"  Securities over the past three years"
of Item I.

<PAGE>

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

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

     None; Not Applicable.

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

Exhibit
Number               Description
------               -----------
<S>                  <C>
 3.1                Initial Articles of Incorporation,
                    as filed October 14, 1986.

 3.1i               Articles of Amendment to the
                    Articles of Incorporation, as filed on
                    April 14, 1989

 3.1ii              Articles of Amendment to the Articles of Incorporation,
                    as filed on January 14, 1990

 3.1ii              Articles of Amendment to the Articles of Incorporation,
                    as filed on September 16, 1998.

 3.2                By-Laws

 27                 Financial Data Schedule
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

 None; Not Applicable.


                               SIGNATURES

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

                                       CARDIFF INTERNATIONAL, INC.



Date: 12-6-99                          By/S/ Charles Calello
                                       Charles Calello
                                       President and Director

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

                                        CARDIFF INTERNATIONAL, INC.



Date:  12-6-99                          By/S/Charles Calello
                                        Travis T. Jenson
                                        President and Director



Date:  12-6-99                          By/S/Kathleen Morrison
                                        Kathleen Morrison
                                        Secretary and Director



<PAGE>

                           ARTICLES OF INCORPORATION
                                       OF
                            CARDIFF FINANCIAL, INC.


                                   ARTICLE I

     The name of the Corporation is CARDIFF FINANCIAL, INC.

                                   ARTICLE II

     This corporation is organized under the laws of the State of Colorado.

                                   ARTICLE III

     The period of duration of the corporation shall be perpetual.

                                   ARTICLE IV

     The nature of the business of the corporation, the purposes for which it is
organized and its powers are an follows:

     1. To engage in the  transaction of all lawful business or pursue any other
lawful  purpose or purposes for which a corporation  may be organized  under the
laws of the State of Colorado.

     2. To have,  enjoy and  exercise all of the rights,  powers and  privileges
conferred upon  corporations  organized under the laws of the State of Colorado,
whether  now or  hereafter  in effect,  and  whether or not herein  specifically
mentioned.

     The  foregoing  enumeration  of  purposes  and  powers  shall  not limit or
restrict in any manner the exercise of other and further rights and powers which
may now or hereafter be allowed or permitted by law,

                                    ARTICLE V

     1. The total number of shares which the corporation shall have authority to
issue is 300,0000,000, which shall consist of one class only, designated "common
stock". Each of such shares shall have no par value.

     2. The  corporation  shall  have the  right to impose  restrictions  on the
transfer  of all, or any part of its shares and may become  party to  agreements
entered into by any of its shareholders  restricting  transfer or encumbrance of
any of its  shares,  or  subjecting  any of its shares to  repurchase  or resale
obligations. ARTICLE VI

     Shareholders  shall  have no  preemptive  rights to acquire  additional  or
treasury  shares of the  corporation  or securities  convertible  into shares or
carrying stock purchase warrants or privileges or stock lights or options.

                                   ARTICLE VII

     The  shareholders,  by vote or concurrence of a majority of the outstanding
shares of the  corporation or any class or series  thereof,  entitled to vote on
the subject  matter,  may take any action  which,  except for this Article would
require a two-thirds vote under the Colorado Corporation Code, as amended.

                                  ARTICLE VIII

     1. The business and affairs of the corporation  shall be managed by a board
of directors  which shall be elected at the annual meeting of the  shareholders,
or at a special meeting called for that purpose,

     2. The initial board of directors  shall consist of the following  members,
who shall serve until the first annual meeting of  shareholders  and until their
successor be elected and qualified:

         Director                      Address

         Rafe Cohen
                                            14900 Ventura Blvd., #330
                                            Sherman Oakes, CA  91405

         Ron Nadel
                                            6442 Cavaleri Road
                                            Malibu, CA  90265
         Charles J. Calello
                                            132 Spalding Drive, #216
                                            Beverly Hills, CA  90212

     3. The number of directors may be increased or decreased  from time to time
in the manner provided in the bylaws of the  corporation,  but no decrease shall
have the effect of shortening the term of any incumbent director.

                                   ARTICLE IX

     Cumulative voting shall not be permitted in the election of directors.

                                    ARTICLE X

     The initial registered office of the corporation shall be 7730 E. Belleview
Ave., Suite #301, Englewood, Colorado 80111, and the initial registered agent at
such address shall be Marq J. Warner.

                                   ARTICLE XI

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

                                   ARTICLE XII

     l. 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,
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, officers employee or agent of the corporation
or is or was serving at the request of the corporation,  is a director, officer,
employee, or agent of another corporation partnership,  joint ventures trusts 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
a manner be reasonably  believed to be in the best interests of the  corporation
and with, respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was  unlawful.  The  termination  of any action,  suit or
proceeding  by judgment  order,  settlement or conviction or upon a plea of nolo
contendere or its  equivalent  shall not of itself  create a presumption  that a
person did not act in good faith and in a manner which he reasonably believed to
be in the best  interests of the  corporation  and, with respect to any criminal
action or  proceeding,  had  reasonable  cause to believe  that his  conduct was
unlawful.

     2. 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 judgment 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  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
ventures,  trusts or other  enterprise  against expenses  (including  attorneys'
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 a manner he
reasonably  believed  to be in the best  interests  of the  corporation;  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 his duty to the  corporation  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
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses which such court deems proper.

     3. To the  extent  that a  director,  officer,  employee,  or  agent of the
corporation has been successful on the merits in defense of any action,  suit or
proceeding  referred to in paragraph 1 or 2 of this Article XII or in defense of
any claim,  issue, or matter therein,  he shall be indemnified  against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     4. Any  indemnification  under Paragraph 1 or 2 of this Article XII (unless
ordered by a Court) shall be made by the  corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standards  of  conduct  set  forth in said  paragraph  1 or 2.  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  or even if  obtainable  a
quorum of disinterested  directors so directed by independent legal counsel in a
written opinion, or by the shareholders.

     5. Expenses  (including  attorneys'  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 in
paragraph 4 of this Article XII upon receipt of an  undertaking  by or on behalf
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 XII.

     6. The  indemnification  provided  by this  Article XII shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
the articles of incorporation,  any bylaws,  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 a 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.

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

                                  ARTICLE XIII

     The name and address of the incorporator is:

     Marq J. Warner 7730 E. Belloview, #301 Englewood, CO 80111

     Executed this 3rd day of September, 1986.




                                 By/S/ Mark J. Warner
                                 ------------------------




STATE OF COLORADO     )
                      ) ss.
County of             )

     I, Susan E. Reed, a notary  public,  hereby  certify that on the 3rd day of
October,  1986, Marq J. Warner personally  appeared before me, he, who, being by
me first duly sworn,  declared  that Marq J. Warner is the person who signed the
foregoing  documents as incorporator and that the statements  contained  therein
are true.

     IN  WITNESS  WHEREOF,  I have  hereunto  set my hand and  seal  this day of
October, 1986.

     My commission expires: My Commission Expires May 20, 1989.

                                By/S/ Susan E. Reed
                                Notary Public


                                       1
<PAGE>



                              ARTICLES OF AMENDMENT

                                     to the

                            ARTICLES OF INCORPORATION



     Pursuant  to  the  provisions  of  the  Colorado   Corporation   Code,  the
undersigned  corporation  adopts the  following  Articles or  Amendments  to its
Articles of Incorporation:

     FIRST: The name of the corporation is: CARDIFF FINANCIAL, INC.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted on April 14,1989, as prescribed by the Colorado Corporation Code, in the
manner marked with an X below:

     Such amendment was adopted by the board of directors where no shares have
     been issued.

 X   Such amendment was adopted by a vote of the  shareholders.  The number of
     shares voted for the amendment was sufficient for approval.

     The Articles of  Incorporation  are amended to provide that the name of the
corporation shall be amended to: "United American, Inc.".

     THIRD:  The  manner,  if not set  forth in such  amendment,  in  which  any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as Follows: None

     FOURTH:  The manner in which such amendment  effects a change in the amount
of  stated  capital,  and the  amount  or  stated  capital  as  changed  by such
amendment, are as follows: None



                                            CARDIFF FINANCIAL, INC.

                                            By /S/ Marvin Bechwith
                                            Marvin Bechwith

                                            By/S/ Arnold Depauw
                                            Arnold Depauw





<PAGE>




                             ARTICLES OF AMENDMENT

                                     TO THE

                           ARTICLES OF INCORPORATION


     Pursuant  to  the  provisions  of  the  Colorado   Corporation   Code,  the
undersigned  corporation  adopts the  following  Articles of  Amendments  to its
Articles of Incorporation:


     FIRST: The of name of the corporation is United American, Inc.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted December 4, 1989, as prescribed by the Colorado Corporation Code, and,

          Such Amendment was adopted by a vote of the  shareholders.  The number
     of shares voted for the amendment was sufficient for approval:

          The Articles of Incorporation  are amended to provide that the name of
     the said corporation shall be amended to be:

                          "CARDIFF INTERNATIONAL INC."

     THIRD: That this amendment does not effect any exchange,  reclassification,
or cancellation of issued shares.

     FOURTH:  That this  amendment  does not  effect a change  in the  amount of
states capital.



                                    CARDIFF INTERNATIONAL, INC

                                    By/S/ President



                                    By/S/ Secretary



<PAGE>
                             ARTICLES OF AMENDMENT

                                     TO THE

                           ARTICLES OF INCORPORATION


     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to Its
Articles of Incorporation.

     FIRST: The name of the Corporation is: Cardiff International, Inc.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted on April 27, 1998, as prescribed  by the Colorado  Business  Corporation
Act, in the manner marked with an X below:

     No shares have been issued or Directors Elected Action by Incorporators.

     No shares have been issued by Directors Elected Action by Directors.

     Such amendment was adopted by the board of directors where shares have been
     issued and shareholder action was not required.

 X   Such amendment was adopted by a vote of the  shareholders.  The number of
     sharers voted for the amendment was sufficient for approval.

               The  Articles of  incorporation  are amended to provide  that the
          total number of shares which the  corporation  shall have authority to
          issue is 30,000,000,  which shall consist of one class only designated
          "common stock". Each of such shares shall have no par value.


     THIRD: If changing corporate name, the new name of the corporation is:

     FOURTH:  The  manner,  if not set  forth in such  amendment,  in which  any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:

     All issued shares are automatically  reversed splitting on a ratio of 1,000
shares to one (1) share


                          Cardiff International, Inc.

                             By/S/ Charles Calello
                                   President



<PAGE>


                                          BYLAWS
                                            OF
                                 CARDIFF FINANCIAL, INC.


                                        ARTICLE I

                                         Offices

     1.1 Principal  Offices:  The  principal  offices of the  corporation  shall
initially  be at 7730 East  Belleview  Avenue,  Suite 301,  Englewood,  Colorado
80111,  but the board of  directors,  in its  discretion,  may keep and maintain
offices wherever the business of the corporation may require.

     1.2  Registered   Office  and  Agent:   The  corporation   shall  have  and
continuously maintain in the State of Colorado a registered office, which may be
the same as its principal  office,  and a registered agent whose business office
is identical with such registered  office. The initial registered office and the
initial  registered  agent are specified in the Articles of  Incorporation.  The
corporation may change its registered  office or change its registered agent, or
both, upon filing a statement as specified by law in the office of the Secretary
of State of Colorado.

                                   ARTICLE II

                             Meeting of Shareholders

     2.1 Time and Place:  Any  meeting of the  shareholders  may be held at such
time and place,  within or outside of the State of Colorado,  as may be fixed by
the board of  directors or as shall be specified in the notice of the meeting or
waiver of notice of the meeting.

     2.2 Annual Meeting: The annual meeting of the shareholders shall be held at
the principal  offices of the  corporation  on the 2nd Tuesday in August of each
year, beginning in the year 1987, or at such other place or date as the board of
directors may determine.

     2.3 Special Meetings: Special meetings of the shareholders, for any purpose
or purposes,  may be called by the  president,  the board of  directors,  or the
holders of not less than one tenth of all of the shares  entitled to vote at the
meeting.

     2.4 Record Date: For the purposes of determining  shareholders  entitled to
notice of, or to vote at any meeting of shareholders or any adjournment thereof,
or  entitled  to  receive  payment  of  any  dividend,  or in  order  to  make a
determination  of  shareholders  for any  other  proper  purpose,  the  board of
directors  may  fix  in  advance  a  date  as  the  record  date  for  any  such
determination of shareholders.  The record date may not be fixed more than fifty
and, in the case of a meeting of the shareholders, not less than ten days before
the date of the proposed action,  except when it is proposed that the authorized
shares be  increased,  in which case the record  date shall be set not less than
thirty days before the date of such action.

     2.5 Voting List: At least ten days before each meeting of shareholders, the
secretary  of the  corporation  shall make a complete  list of the  shareholders
entitled to vote at such meeting, or any adjournment of such meeting, which list
shall be  arranged  in  alphabetic  order and shall  contain  the address of and
number of shares  held by each  shareholder.  This list shall be kept on file at
the principal  office of the  corporation for a period of ten days prior to such
meeting, shall be produced and kept open at the meeting, and shall be subject to
inspection  by any  shareholder  for any purpose  germane to the meeting  during
usual  business  hours of the  corporation  and  during  the  whole  time of the
meeting.

     2.6 Notices:  Written 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 no less than ten nor more than fifty days before
the date of the meeting  unless it is  proposed  that the  authorized  shares be
increased in which case at least thirty days notice shall be given. Notice shall
be given either  personally or by mail, by or at the direction of the president,
the secretary, or the officer or person calling the meeting, to each shareholder
of record  entitled to vote at such  meeting.  If mailed,  such notice  shall be
deemed to be  delivered  when  deposited  in the  United  States  mail,  postage
prepaid,  addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation. If delivered personally, such notice shall be
deemed to be  delivered  when  handed to the  shareholder  or  deposited  at his
address as it appears on the stock transfer books of the corporation.

     2.7 Quorum:  Except as otherwise  provided by law, a majority of the shares
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at any  meeting  of the  shareholders.  if a  quorum  shall  not be  present  or
represented,  the  shareholders  present in person or by proxy may  adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, for a period not to exceed sixty days at any one adjournment, until the
number of shares  required for a quorum shall be present.  At any such adjourned
meeting at which a quorum is represented,  any business way be transacted  which
might have been transacted at the meeting  originally  called.  The shareholders
present or  represented  at a duly  organized  meeting may  continue to transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
shareholders to leave less than a quorum.

     2.8  Voting:  Except as  otherwise  provided by law,  all matters  shall be
decided by a vote of the majority of the shares  represented  at the meeting and
entitled to vote on the subject matter. Each outstanding share shall be entitled
to one  vote  on  such  matters  submitted  to a vote  of  the  shareholders.  A
shareholder  may vote  either in person or by proxy  executed  in writing by the
shareholder  or by his duly  authorized  attorney-in-fact.  Such proxy  shall be
filed  with  the  secretary  of the  corporation  before  or at the  time of the
meeting.  No proxy  shall  be valid  after  eleven  months  from the date of its
execution,  unless otherwise  provided by law, but shall be by written ballot if
such written vote is demanded by any  shareholder  present in person or by proxy
and entitled to vote.

     2.9 Waiver:  Whenever law or these bylaws  require a notice of a meeting to
be given, a written waiver of notice signed by a shareholder entitled to notice,
whether before, at, or after the time stated in the notice,  shall be equivalent
to the giving of notice.  Attendance of a shareholder in person or by proxy at a
meeting constitutes a waiver of notice of a meeting,  except where a shareholder
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

     2.10 Action by  Shareholders  Without a Meeting:  Any action required to or
which  may be taken at a  meeting  of the  shareholders  may be taken  without a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the shareholders  entitled to vote with respect to such action.
Such  consent may be executed in  counterparts  and shall be effective as of the
date of the last signature thereon.

                                   ARTICLE III

                                    Directors

     3.1  Authority  of Board of  Directors:  The  business  and  affairs of the
corporation  shall be managed by a board of directors  which shall  exercise all
the powers of the corporation,  except as otherwise  provided by Colorado law or
the Articles of Incorporation of the corporation.

     3.1 Number:  The number of directors of this corporation shall, in no case,
be less than three,  except where the number of shareholders is less than three,
in  which  case  the  number  of  directors  may be the  same as the  number  of
shareholders. Subject to such limitation, the number of directors shall be fixed
by resolution  of the board of  directors,  and may be increased or decreased by
resolution of the board of directors,  but no decrease  shall have the effect of
shortening the term of any incumbent director.

     3.3  Qualification:  Directors  shall  be  natural  persons  at the  age of
eighteen  years or older,  but need not be residents of the State of Colorado or
shareholders of the corporation.

     3.4 Election: The board of directors shall be elected at the annual meeting
of the shareholders or at a special meeting called for that purpose.

     3.5 Term:  Each  director  shall be elected to hold  office  until the next
annual meeting of  shareholders  or until his successor  shall have been elected
and qualified.

     3.6  Removal  and  Resignation:  Any  director  may be removed at a meeting
expressly  called  for that  purpose,  with or without  cause,  by a vote of the
holders of the majority of shares  entitled to vote at an election of directors.
Any director may resign at any time by giving written notice to the president or
to the secretary,  and acceptance of such resignation  shall not be necessary to
make it effective unless the notice so provides.

     3.7  Vacancies:  Any vacancy  occurring on the board of  directors  and any
directorship  to be filled by reason of an  increase in the size of the board of
directors  shall be filled by the  affirmative  vote of a majority,  though less
than a quorum, of the remaining directors.  A director elected to fill a vacancy
shall hold office  during the unexpired  term of his  predecessor  in office.  A
director  elected to fill a position  resulting from an increase in the board of
directors  shall hold office until the next annual meeting of  shareholders  and
until his successor shall have been elected and qualified.

     3.8  Meetings:  A regular  meeting of the board of directors  shall be held
immediately after, and at the same place as, the annual meeting of shareholders.
No notice of this meeting of the board of directors need be given.  The board of
directors,  or any  committee  designated  by the  board of  directors  may,  by
resolution, establish a time and place for additional regular meetings which may
thereafter  be held without  further  notice.  Special  meetings of the board of
directors, or any committee designated by the board of directors,  may be called
by the  president  or any two  members  of the  board  of  directors  or of such
committee.

     3.9 Notices:  Notice of a special  meeting stating the date, hour and place
of such  meeting  shall be given to each member of the board of  directors,  the
committee of the board of  directors,  by the  secretary,  the  president or the
members of the board or such  committee  calling the meeting.  The notice may be
deposited  in the United  States  mail at least  seven days  before the  meeting
addressed  to  the  director  at  the  last  address  he  has  furnished  to the
corporation  for this purpose,  and any notice so mailed shall be deemed to have
been given at the time it is mailed.  Notice may also be given at least two days
before  the  meeting  in  person,  or by  telephone,  prepaid  telegram,  telex,
cablegram  or  radiogram,  and such notice shall be deemed to have been given at
the  time  when the  personal  or  telephone  conversation  occurs,  or when the
telegram,  telex,  cablegram or radiogram is either personally  delivered to the
director or  delivered  to the last  address of the  director  furnished  to the
corporation by him for this purpose.

     3.10 Quorum:  Except as provided in Section 3.7 of these bylaws, a majority
of the number of directors  fixed in accordance  with these bylaws  constitute a
quorum  for  the  transaction  of  business  at all  meetings  of the  board  of
directors.  The act of a majority  of the  directors  present at any  meeting at
which a quorum  is  present  he the act of the  board of  directors,  except  as
otherwise specifically required by law.

     3.11 Waiver:  A written waiver of notice signed by a director  entitled to,
whether before, at or after the time stated thereon,  shall be equivalent to the
giving of notice.  Attendance of a director at a meeting constitutes a waiver of
notice of such  meeting,  except  where a  director  attends  a meeting  for the
express purpose of objecting to the transaction of business  because the meeting
is not lawfully called or convened.

     3.12  Attendance  by  Telephone:  Members of the board of  directors or any
committee  designated by the board of directors may  participate in a meeting of
the board of  directors  or  committee  by means of a  conference  telephone  or
similar  communications  equipment  by which all  persons  participating  in the
meeting  can  hear  each  other  at the  same  time.  Such  participation  shall
constitute presence in a person at the meeting.

     3.13 Action by Directors Without a Meeting: Any action required to or which
may be taken at a meeting of the board of  directors,  executive  committee,  or
other  committee of the directors 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, executive or other committee members entitled to vote with respect to
the proposed  action.  Such consent may be executed in counterparts and shall be
effective as of the date of the last signature thereon.

                                   ARTICLE IV

                                   Committees

     4.1 Executive and Other  Committees  Authorized:  The board of directors by
resolution adopted by a majority of the entire board of directors, may designate
from among its members an executive  committee and one or more other  committees
each of which, to the extent  provided in the resolution,  shall have all of the
authority  of the board of  directors.  The board of  directors  may  provide by
resolution such powers,  limitations,  and procedures for such committees as the
board deems advisable.  However, no such executive or other committee shall have
the authority of the board of directors in reference to amending the articles of
incorporation,  adopting a plan of merger or consolidation,  recommending to the
shareholders  the  sale,  lease,  exchange,  or  other  disposition  of  all  or
substantially  all of the property and assets of the corporation  otherwise than
in  the  usual  and  regular  course  of  its  business,   recommending  to  the
shareholders a voluntary dissolution of the corporation or a revocation thereof,
or amending these bylaws.

                                    ARTICLE V

                                    Officers

     5.1  Number  and  Election:  The  officers  of the  corporation  shall be a
president,  a secretary  and a  treasurer,  who shall be elected by the board of
directors.  In  addition,  the  board of  directors  may  elect one or more vice
presidents  and the board of directors or the  president may appoint one or more
assistant  secretaries  or  assistant  treasurers,  and such  other  subordinate
officers as he shall deem necessary, who shall hold their offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the  president.  Any two or more offices may be held by the
same person, except the offices of the president and secretary.  The officers of
the corporation shall be natural persons of the age of eighteen years or older.

     5.2 President:  The president shall be the chief  executive  officer of the
corporation and shall preside at all meetings of  shareholders  and of the board
of directors.  Subject to the d-Lrection- and control of the board of directors,
he shall have general and active  management of the business of the  corporation
and shall see that all  orders and  resolutions  of the board of  directors  are
carried into effect.  He may execute  contracts,  deeds and other instruments on
behalf of the corporation as is necessary and appropriate. He shall perform such
additional  functions and duties as are appropriate and customary for the office
of president and as the board of directors may prescribe from, time to time.

     5.3 Vice  President:  The vice  president,  or, if there shall be more than
one, the vice  presidents  in the order  determined  by the board of  directors,
shall be the  officers(s)  next in  seniority  after  the  president.  Each vice
president  shall also  perform  such  duties  and  exercise  such  powers as are
appropriate  and as are prescribed by the board of directors or president.  Upon
the death,  absence or disability of the president,  the vice  president,  or if
there shall be more than one, the vice presidents in the order determined by the
board of  directors,  shall  perform the duties and  exercise  the powers of the
president.

     5.4 Secretary:  The secretary  shall give, or cause to be given,  notice of
all meetings of the shareholders and special meetings of the board of directors,
keep the minutes of such  meetings,  have charge of the corporate seal and stock
records,  be responsible for the maintenance of all corporate  records and files
and the preparation and filing of reports to governmental  agencies,  other than
tax  returns,  have  authority  to affix the  corporate  seal to any  instrument
requiring it (and, when so affixed,  it may be attested by his  signature),  and
perform such other functions and duties as are appropriate and customary for the
office of secretary as the board of directors  or the  president  may  prescribe
from time to time.

     5.5 Assistant  Secretary:  The assistant  secretary,  or, if there shall be
more than one, the assistant secretaries in the order determined by the board of
directors or the president,  shall,  in the death,  absence of disability of the
secretary or in case such duties are specifically  delegated to him by the board
of directors, president or secretary, perform the duties and exercise the powers
of the secretary and shall, under the supervision of the secretary, perform such
other duties and have such other powers as may be  prescribed  from time to time
by the board of directors or the president.

     5.6 Treasurer:  The treasurer  shall have control of the funds and the care
and custody of all stock,  bonds and other  securities  owned by the corporation
and shall be responsible for the preparation and filing of tax returns. He shall
receive all moneys  ,oaid to the  corporation  and shall have  authority to give
receipts and vouchers,  to sign and endorse  checks and warrants in its name and
on its behalf,  and give full  discharge for the same. He shall also have charge
of  disbursement of the funds of the  corporation,  shall keep full and accurate
records of the  receipts  and  disbursements,  and shall  deposit all moneys and
other valuable  effects in the name and to the credit of the corporation in such
depositories as shall be designated by the board of directors.  He shall perform
such other duties and have such other powers as are  appropriate  and  customary
for the office of treasurer as the board of directors or president may prescribe
from time to time.

     5.7 Assistant  Treasurer:  The assistant  treasurer,  or, if there shall be
more than one, the assistant  treasurers in the order determined by the board of
directors or the president,  shall,  in the death,  absence or disability of the
treasurer or in case such duties are specifically  delegated to him by the board
of  directors,  president,  or  treasurer,  perform the duties and  exercise the
powers of the  treasurer,  and shall,  under the  supervision  of the treasurer,
perform  such other  duties and have such other powers as the board of directors
or the president may prescribe from time to time.

     5.8 Removal and Resignation:  Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any officer appointed by the president may be removed at
any time by the board of directors or the  president.  Any officer may reslgn at
any time by giving written notice of his  resignation to the president or to the
secretary,  and acceptance of such resignation shall not be necessary to make it
effective,  unless the notice so provides.  Any vacancy occurring in any office,
the election or appointment to which is made by the board of directors, shall be
filled by the board of  directors.  Any vacarcy  occurring  in any office of the
corporation  may be filled by the  president  for the  unexpired  portion of the
term.

     5.9.  Compensation:  Officers  shall  receive such  compensation  for their
services as may be authorized or ratified by the board of directors. Election or
appointment  of an  officer  shall  not of  itself  create a  contract  right to
compensation for services performed as such officer.

                                   ARTICLE VI

                                      Stock

     6.1 Certificates:  Certificates representing sharss of the capital stock of
the  corporation  shall  be in such  form as may be  approved  by the  board  of
directors and shall be signed by the president or any vice  president and by the
secretary or an assistant  secretary.  All certif icates shall be  consecutively
numbered  and the names of the owners,  the number of the shares and the date of
issue  shall be  entered  on the  books  of the  corporation.  Each  certificate
representing  shares  shall  state  upon its face  (a) that the  corporation  is
organized under the laws of the State of Colorado, (b) the name of the person to
whom issued, (c) the number of shares which the certificate represents,  (d) the
par value,  if any, of each share  represented by the  certificate,  and (e) any
restriction   placed  upon  the  transfer  of  the  shares  represented  by  the
certificate.

     6.2 Facsimile  Signature:  When a  certificate  is signed (1) by a transfer
agent other than the  corporation or its employee,  or (2) by a registrar  other
than the corporation or its employee, any other signature on the certificate may
be facsimile.  In case any officer,  transfer agent or registrar who has signed,
or  whose  facsimile   signature  or  signatures  have  been  placed  upon,  any
certificate,  shall cease to be such  officer,  transfer  agent,  or  registrar,
whether  because of death,  resignation or otherwise,  before the certificate is
issued by the corporation, it may nevertheless be issued by the corporation with
the same effect as if he were such officer,  transfer  agent or registrar at the
date of issue.

     6.3. Transfers of Stock:  Transfers of shares shall be made on the books of
the  corporation  only upon  presentation  of the  certificate  or  certificates
representing  such shares properly  endorsed by the person or persons  appearing
upon the face of such  certificate  to be the owner,  or accompanied by a proper
transfer or assignment separate from the certificate, except as may otherwise be
expressly  provided  by the  statutes  of the State of Colorado or by order of a
court  of  competent  jurisdiction.  The  officers  or  transfer  agents  of the
corporation may, in their discretion, require a signature guaranty before making
any  transfer.  The  corporation  shall be entitled to treat the person in whose
name any  shares  of stock  are  registered  on its  books as the owner of those
shares for all  purposes,  and shall not be bound to recognize  any equitable or
other claim or interest in the shares on the part of any other  person,  whether
or not the corporation shall have notice of such claim or interest.

                                   ARTICLE VII

                                  Miscellaneous

     7.1 Corporate  Seal: The board of directors may adopt a seal which shall be
circular in form and shall bear the name of the corporation and the words "SEAL"
and "COLORADO" which,  when adopted,  shall constitute the corporate seal of the
corporation.  The seal may be used by  causing it or a  facsimile  thereof to be
impressed, affixed, manually reproduced, or rubber stamped with indelible ink.

     7.2 Fiscal Year: The board of directors may, by resolution,  adopt a fiscal
year for this corporation.

     7.3 Amendment to Bylaws: These bylaws may at any time and from time to time
be amended, supplemented or repealed by the board of directors.





<PAGE>